Common use of Exercise Procedure Clause in Contracts

Exercise Procedure. Warrants may be exercised by their surrender at the Company's principal executive offices, with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue a certificate or certificates, for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the Holder.

Exercise Procedure. Warrants may be exercised Subject to the terms and conditions set forth herein, the Option is exercisable by their surrender a written notice signed by the Employee and delivered to the Company at the Company's principal its executive offices, signifying the Employee's election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Election to Purchase form attached thereto duly completed Shares has been declared effective by the Securities and executed, Exchange Commission) and must be accompanied by payment the full purchase price of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercisebeing purchased. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, or by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender free from all collection charges. If notice of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereofthe Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate or certificatesfor any Shares until it has complied with all requirements of the Securities Act of 1933, for as amended, the number Securities Exchange Act of full Warrant Shares to 1934, as amended, any stock exchange on which the Holder thereof is entitled, registered Company's Stock may then be listed and all applicable state laws in accordance connection with the instructions set forth in issuance or sale of such Shares or the Election to Purchase, together with cash as provided in Section 10 listing of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrantssuch Shares on such exchange. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by Until the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions issuance of the Holdercertificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Option.

Exercise Procedure. Warrants may be exercised by their surrender at the Company's principal executive offices, with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, The Optionee may exercise the Options by a certified or bank cashier's check payable delivering to the order of the Company or by wire transfer to an account designated Corporation a written notice duly signed by the Company, (b) if payment is to be made through a surrender Optionee stating the number of shares of Common StockStock that the Optionee has elected to purchase and accompanied by payment in an amount equal to the full purchase price for the shares of Common Stock to be purchased. The payment may be either in cash or by certified check or shares of Common Stock with a fair market value equal to the exercise price on the date the Option is exercised, or through a combination of cash or shares. For purposes of the foregoing, "fair market value" of the Common Stock shall be determined as of the last business day for which the prices or quotes are available prior to the date the particular Options are exercised and shall mean (i) the last reported sale price (on that date) of the Common Stock on the Nasdaq National Market System, if the Common Stock is then traded on such System; (ii) the last reported sale (on that date) of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is not then traded on the Nasdaq National Market System; or (iii) the average of the closing bid and asked prices last quoted (on that date) by surrender an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National Market System or a national securities exchange. However, if the Common Stock is not then publicly traded, the "fair market value" shall be deemed to be the fair value of the Common Stock as determined by the Corporation's Board of Directors after taking into consideration all factors which it deems appropriate. (b) Following receipt by the Corporation of notice of exercise and full payment pursuant to Subsection (a) above, the Corporation shall issue, as soon as practicable, a stock certificate for the Common Stock and a warrant certificate for the Warrants represented by the Options exercised in the name as designated by the Optionee and deliver the certificates duly endorsed for transfer (to the Optionee. The Corporation, however, shall not be required to issue or deliver the stock certificate or the warrant certificate until it has complied with all transfer taxes paid requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, any securities exchange or provided for)automated quotation system on which the Corporation's Common Stock and the Warrants may then be listed, and (c) if payment is to be made all applicable state laws in connection with the issuance of the Common Stock and the Warrants represented by a surrender the Options exercised or their listing on said securities exchange or system. Until the issuance of Warrants, the certificates for the Common Stock and the Warrants represented by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereofOptions, the Company Optionee shall issue have none of the rights of a certificate or certificates, for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable stockholder in respect to the shares of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the HolderCommon Stock.

Exercise Procedure. Warrants (a) The Holder may be exercised exercise the right to subscribe and purchase the number of Warrant Shares herein provided, by their surrender delivering to the Company prior to the Expiry Time electronically or at its office set out in Section 26 hereof (or as at such other address the Company's principal executive offices, Company may notify the Holder in accordance with the Election to Purchase form terms hereof) this Warrant Certificate, the Subscription Form attached thereto hereto duly completed and executedexecuted by the Holder or its legal representative or attorney, accompanied duly appointed by payment of an instrument in writing in form and manner satisfactory to the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made Company (a) if payment is to be made in cashacting reasonably), by together with a certified cheque, bank draft payable to or bank cashier's check payable to the order of the Company Company, or by wire transfer in an amount equal to an account designated by the Companyaggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Company at its office set out, and in the manner set forth in Section 26 hereof (or to such other address as the Company may notify the Holder in accordance with the terms hereof). (b) if Upon such delivery and payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereofas aforesaid, the Company shall issue as soon as possible cause to be issued to the Holder hereof the Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Company in respect of the Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate or certificates, for evidencing the number of full Warrant Shares and the Company shall cause such certificates to which be mailed to the Holder thereof is entitledhereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five (5) Business Days of such delivery and payment. (c) The Warrants evidenced by this Warrant Certificate and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered in accordance with under the instructions set forth U.S. Securities Act or under state securities laws of any state in the Election to PurchaseUnited States. Accordingly, together with cash as provided the Warrants evidenced hereby may not be transferred or exercised in Section 10 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 Agreement payable Certificate has furnished an opinion of counsel of recognized standing or such other documentation in respect of fractional shares form and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by substance satisfactory to the Company in such names and denominations, and shall be delivered (acting reasonably) to such personseffect, as are specified by written instructions of the Holderapplicable.

Exercise Procedure. Warrants Grantee may be exercised exercise the vested Option, or any vested portion thereof, by their surrender at notice of exercise to the Company's principal executive offices, in a manner (which may include electronic means) approved by the Committee and communicated to Grantee, together with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price Option price set forth in Section 2 in full to the Company for the Warrant Shares to be purchased upon such exercise. Payment for portion of the Warrant Shares shall be made Option so exercised, and payment of any required withholding taxes, (a) if payment is to be made in cash, by a certified cash or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender by the delivery of shares of Common StockStock with a Fair Market Value equal to the Option Price. Notwithstanding the foregoing, unless otherwise determined by surrender the Committee at any time prior to such exercise, Grantee, at his election, may pay such Option price (and withholding taxes) pursuant to such exercise by a simultaneous exercise and sale of certificates duly endorsed for transfer (with all transfer taxes paid the Option Shares so purchased pursuant to a broker-assisted transaction or provided for)other similar arrangement, and use the proceeds from such sale as payment of the purchase price of such shares, in accordance with the cashless exercise program adopted by the Committee pursuant to Section 220.3(e) (c4) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after Federal Reserve Board Regulation T. Upon the proper exercise of any Warrantsthe Option, upon compliance with Section 5 hereofand satisfaction of required withholding taxes, the Company shall issue a in Grantee’s name and deliver to Grantee (or to Grantee’s permitted representative and in its their name upon Grantee’s death, above), in either book entry or certificate or certificatesform (in the discretion of the Company) through the Company’s transfer agent, for the number of full Warrant Shares shares acquired through the exercise (subject to which any satisfaction of withholding taxes therefrom). Subject to the Holder thereof is entitledprior approval of the Committee in its sole discretion, registered in accordance at the time of Grantee’s exercise of the Option Grantee may pay the Option price and satisfy the minimum withholding tax obligation required by law with the instructions set forth in the Election respect to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created such exercise by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by causing the Company in to withhold Shares otherwise issuable to Grantee upon such names and denominations, and shall be delivered exercise having an aggregate Fair Market Value equal to such persons, as are specified by written instructions the amount of the Holdersum of such Option price plus the required withholding tax. Grantee shall not have any rights as a shareholder of the Company with respect to any unexercised portion of the Option.

Exercise Procedure. Warrants may be exercised by their surrender at the Company's principal executive offices, with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment As promptly as practicable, but in no event later than three (3) Business Days after an Exercise Notice is to be made in cash, by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereofgiven, the Company shall issue a certificate or certificates, for and shall deliver to Holder the number of full Warrant Shares shares of Common Stock issuable upon such exercise, rounded up to which the Holder thereof nearest whole share. In lieu of delivering physical certificates for the shares of Common Stock issuable upon any such exercise, provided the Company's transfer agent is entitled, registered in accordance with the instructions set forth participating in the Election Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and provided that such shares of Common Stock are properly designated with restrictions on transfer, if any, upon request of Holder, the Company shall use commercially reasonable efforts to Purchase, together cause its transfer agent electronically to transmit such shares of Common Stock issuable upon exercise to Holder (or its designee) by crediting the account of Xxxxxx’s (or such designee’s) broker with cash DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as provided for stock certificates shall apply). (b) If in Section 10 any case the Company shall fail to issue and deliver the shares of Common Stock to Holder upon Holder’s exercise of this Warrant Agreement payable within three (3) Business Days after Holder gives the Exercise Notice, in respect addition to any other liabilities the Company may have hereunder and under applicable law, (A) the Company shall pay or reimburse Holder on demand for all out-of-pocket expenses, including, without limitation, reasonable fees and expenses of fractional legal counsel, incurred by Holder as a result of such failure, (B) if as a result of such failure Holder shall suffer any damages or liabilities (including, without limitation, margin interest and the cost of purchasing securities to cover a sale (whether by Holder or Holder's securities broker) or borrowing of shares of Common Stock by Holder for purposes of settling any trade involving a sale of shares of Common Stock made by Holder, then the Company shall upon demand of Holder pay to Holder an amount equal to the damages and liabilities suffered by Holder by reason thereof which Holder documents to the reasonable satisfaction of the Company, and (if applicableC) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified Holder may by written instructions notice given at any time prior to delivery to Holder of the Holdershares of Common Stock issuable in connection with such exercise, rescind such exercise and the Exercise Notice relating thereto.

Exercise Procedure. Warrants Subject to the terms and conditions of this Option Agreement, the Option may be exercised by their surrender written notice to the Corporation, in care of the Chief Executive Officer, at 0000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, XxXxxxx, Xxxxx 00000. Such notice shall state the Company's principal executive officeselection to exercise the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At the option of the Corporation, the Corporation may make available means of electronic transmission of notice of exercise and provided that the Employee follows such instructions the Option will be deemed exercised upon compliance with the Election to Purchase form attached thereto duly completed and executed, electronic exercise procedures. Such notice shall either: (i) be accompanied by payment of the aggregate Exercise Price full purchase price of such shares, in which event the Corporation shall deliver a certificate or certificates representing such shares as soon as practicable after the notice is received; or (ii) fix a date (not less than five nor more than ten business days from the date such notice is received by the Corporation) for the Warrant Shares to payment of the full purchase price of such shares, against delivery of a certificate or certificates representing such shares; or (iii) be purchased upon such exerciseaccompanied by a notice of cashless exercise as provided in subparagraph (b) below. Payment for of the Warrant Shares shall purchase price shall, in either case, be made (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the order of the Company or Corporation unless the exercise notice is accompanied by wire transfer to an account designated by the Company, a cashless exercise notice as provided in subparagraph (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrantsbelow. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue a The certificate or certificates, certificates for the number of full Warrant Shares share as to which the Holder thereof Option is entitled, exercised shall be registered in accordance with the instructions set forth name of the person or persons exercising the Option (or, if the Option is exercised by the Employee and if the Employee requests in the Election to Purchasenotice exercising the Option, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorizedregistered in the name of the Employee and another person jointly, validly issued, fully paid, non-assessable and free with right of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, survivorship) and shall be delivered as provided above to such persons, as are specified by or upon the written instructions order of the Holderperson or persons exercising the Option. In the event the Option is exercised, pursuant to this Agreement, by any person or persons other than the Employee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Exercise Procedure. Warrants may be exercised by their surrender at the Company's principal executive offices, with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment As promptly as practicable, but in no event later than three (3) Business Days after an Exercise Notice is to be made in cash, by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereofgiven, the Company shall issue a certificate or certificates, for and shall deliver to Holder the number of full Warrant Shares shares of Common Stock issuable upon such exercise, rounded up to which the Holder thereof nearest whole share. In lieu of delivering physical certificates for the shares of Common Stock issuable upon any such exercise, provided the Company’s transfer agent is entitled, registered in accordance with the instructions set forth participating in the Election Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and provided that such shares of Common Stock are properly designated with restrictions on transfer, if any, upon request of Holder, the Company shall use commercially reasonable efforts to Purchase, together cause its transfer agent electronically to transmit such shares of Common Stock issuable upon exercise to Holder (or its designee) by crediting the account of Holder’s (or such designee’s) broker with cash DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as provided for stock certificates shall apply). (b) If in Section 10 any case the Company shall fail to issue and deliver the shares of Common Stock to Holder upon Holder’s exercise of this Warrant Agreement payable within three (3) Business Days after Holder gives the Exercise Notice, in respect addition to any other liabilities the Company may have hereunder and under applicable law, (A) the Company shall pay or reimburse Holder on demand for all out-of-pocket expenses, including, without limitation, reasonable fees and expenses of fractional legal counsel, incurred by Holder as a result of such failure, (B) if as a result of such failure Holder shall suffer any damages or liabilities (including, without limitation, margin interest and the cost of purchasing securities to cover a sale (whether by Holder or Holder’s securities broker) or borrowing of shares of Common Stock by Holder for purposes of settling any trade involving a sale of shares of Common Stock made by Holder, then the Company shall upon demand of Holder pay to Holder an amount equal to the damages and liabilities suffered by Holder by reason thereof which Holder documents to the reasonable satisfaction of the Company, and (if applicableC) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified Holder may by written instructions notice given at any time prior to delivery to Holder of the Holdershares of Common Stock issuable in connection with such exercise, rescind such exercise and the Exercise Notice relating thereto.

Exercise Procedure. Warrants may be exercised by their surrender at In the Companyevent LabCorp wishes to exercise the Option, LabCorp shall deliver to the Stockholder a written notice (an "Exercise Notice"). Provided that the conditions set forth in paragraph (f) hereof to the Stockholder's principal executive officesobligation to sell the Subject Shares to LabCorp hereunder have been satisfied or, with the Election to Purchase form attached thereto duly completed and executedif legally possible, accompanied by payment waived, LabCorp shall, upon delivery of the Exercise Notice and tender of the applicable aggregate Exercise Price for the Warrant Shares (as defined below), immediately be deemed to be purchased the holder of record of such Subject Shares purchasable upon such exercise. Payment for , notwithstanding that the Warrant Shares shall be made (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the order stock transfer books of the Company shall then be closed or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of that certificates representing such Warrantsthe Subject Shares shall not theretofore have been delivered to LabCorp. Promptly after If the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue a certificate or certificates, for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions conditions set forth in paragraph (f) hereof have not been satisfied or, if legally possible, waived, LabCorp shall not be deemed to be the Election holder of record unless and until the conditions in paragraph (f) have been satisfied or, if legally possible, waived. The closing of the purchase of the Subject Shares (the "Closing") shall occur at a place, on a date and at a time designated by LabCorp in the Exercise Notice delivered at least two (2) business days prior to Purchase, together with cash as provided in Section 10 the date of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominationsClosing, and shall be occur no later than fifteen (15) days after the Exercise Notice is delivered or, if a waiting period under the HSR Act, the Investment Canada Act, the Competition Act (Canada), or the pre-merger filing requirements of any other jurisdiction applies to the acquisition of the Subject Shares by LabCorp, fifteen (15) days after the expiration or termination of all such personsapplicable waiting periods; provided that if that expiration or termination does not occur within thirty (30) days after the Drop Dead Date, as are specified by written instructions of that term is defined under the HolderMerger Agreement (including any modifications or extensions thereof) (the "Option Drop Dead Date"), the Closing shall not occur, and the Exercise Notice shall be deemed to be null and void.

Exercise Procedure. Warrants Subject to the foregoing and the other provisions hereof, the Warrantholder may exercise this Warrant from time to time by (i) delivering (which may be exercised by their surrender fax) a duly executed Warrant Exercise Form in the form attached hereto (the "Exercise Agreement") to the Company on any business day at the Company's principal executive offices, with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment offices (or such other office or agency of the aggregate Exercise Company as it may designate by notice to the holder hereof), and (ii) making payment to the Company either (A) in cash, by certified or official bank check or by wire transfer of immediately available funds for the account of the Company, of the Warrant Price for the Warrant Shares specified in the Exercise Agreement or (B) by delivery to be purchased upon such exercise. Payment the Company of a written notice of an election to effect a "Cashless Exercise" (as defined below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be made (a) if payment is deemed to be made in cash, by a certified or bank cashier's check payable issued to the order Warrantholder or such holder's designee, as the record owner of such shares, as of the close of business on the date on which the completed Exercise Agreement shall have been delivered to the Company (or such later date as may be specified in the Exercise Agreement). Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be promptly delivered to the Warrantholder within a reasonable time, not exceeding three (3) business days after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by wire transfer to an account the Warrantholder and shall be registered in the name of such holder or such other name as shall be designated by the Companysuch holder. If this Warrant shall have been exercised only in part, (b) if payment is to be made through a surrender of shares of Common Stockthen, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereofunless this Warrant has expired, the Company shall issue a certificate or (subject to Section 3(d) below), at its expense, at the time of delivery of such certificates, for deliver to the Warrantholder a new Warrant representing the number of full Warrant Shares shares with respect to which the Holder thereof is entitledthis Warrant shall not then have been exercised. As used herein, registered in accordance with the instructions set forth "business day" shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the Election city of New York, New York are authorized or required by law or executive order to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the Holderremain closed.

Exercise Procedure. Warrants may (a) This Warrant will be deemed to have been exercised by their surrender at such time as the Company's principal executive officesCompany has received all of the following items (the "Exercise Date"): (i) a completed Exercise Agreement, with in the Election to Purchase form attached thereto duly completed and executedhereto as Exhibit 1 hereto, accompanied executed by payment the Holder (the "Purchaser"); and (ii) a cashier's or official bank check or other immediately available funds payable to the Company in an amount equal to the sum of the aggregate product of the Exercise Price for multiplied by the Warrant Shares to be number of shares of Common Stock being purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, . (b) if payment is to be made through a surrender of Certificates for the shares of Common StockStock purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within five (5) business days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company will prepare a new Warrant representing the rights formerly represented by surrender of certificates duly endorsed for transfer this Warrant that have not expired or been exercised. The Company will, within such five (with all transfer taxes paid or provided for)5) day period, and deliver such new Warrant to the Holder at the address set forth in this Warrant. (c) if payment is to be made by a surrender The shares of Warrants, by surrender of certificates representing such Warrants. Promptly after Common Stock issuable upon the exercise of this Warrant will be deemed to have been transferred to the Purchaser on the Exercise Date, and the Purchaser will be deemed for all purposes to have become the record holder of such Common Stock on the Exercise Date. (d) The issuance of certificates for shares of Common Stock upon the exercise of this Warrant will be made without charge to the Purchaser for any Warrantsissuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and related transfer of the shares; provided, upon compliance with Section 5 hereofhowever, that the Company shall issue a certificate or certificates, for the number of full Warrant Shares not be required to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement pay any tax that may be payable in respect of fractional shares any transfer involved in the issuance and (if applicable) delivery of any certificate or instrument in a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free name other than that of preemptive rightsthe Holder of this Warrant, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by that the Company in shall not be required to issue or deliver any such names certificate or instrument unless and denominations, and until the person or persons requiring the issue thereof shall be delivered have paid to the Company the amount of such persons, as are specified by written instructions tax or shall have established to the satisfaction of the HolderCompany that such tax has been paid.

Exercise Procedure. Warrants may a. This Warrant will be deemed to have been exercised by their surrender at such time as the Company's principal executive officesCompany has received all of the following items (the "Exercise Date"): i. a completed Exercise Agreement, with in the Election to Purchase form attached thereto duly completed and executedhereto as Exhibit 1 hereto, accompanied executed by payment the Holder (the "Purchaser"); and ii. a cashier's or official bank check or other immediately available funds payable to the Company in an amount equal to the sum of the aggregate product of the Exercise Price for multiplied by the Warrant Shares to be number of shares of Common Stock being purchased upon such exercise. Payment . b. Certificates for the Warrant Shares shall be made (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common StockStock purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within five (5) business days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company will prepare a new Warrant representing the rights formerly represented by surrender this Warrant that have not expired or been exercised. The Company will, within such five (5) day period, deliver such new Warrant to the Holder at the address set forth in this Warrant. c. The shares of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after Common Stock issuable upon the exercise of this Warrant will be deemed to have been transferred to the Purchaser on the Exercise Date, and the Purchaser will be deemed for all purposes to have become the record holder of such Common Stock on the Exercise Date. d. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant will be made without charge to the Purchaser for any Warrantsissuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and related transfer of the shares; provided, upon compliance with Section 5 hereofhowever, that the Company shall issue a certificate or certificates, for the number of full Warrant Shares not be required to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement pay any tax that may be payable in respect of fractional shares any transfer involved in the issuance and (if applicable) delivery of any certificate or instrument in a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free name other than that of preemptive rightsthe Holder of this Warrant, and free from all liens that the Company shall not be required to issue or deliver any such certificate or instrument unless and charges other than those created by until the Holderperson 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 pursuant to the provisions of Section 6 hereof, the shares of Common Stock issuable upon the exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the "Act") and, accordingly, will be "restricted securities" as that term is defined in the Act. Upon The Company may insert the following or similar legend on the face of the certificates evidencing shares of Common Stock if required in compliance with Section 5 hereofstate 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, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by or an opinion of counsel satisfactory to counsel to the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the Holderthat an exemption from registration under any applicable state securities laws is available."

Exercise Procedure. Warrants (a) This Warrant may be exercised in whole or in part prior to the Expiration Date by their surrender presenting it and tendering the applicable exercise price, at the Company's principal executive offices, with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment option of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made Investor (ai) if payment is to be made in cashlegal tender, (ii) by a certified or bank cashier's check payable to ’s or certified check, at the order principal office of the Company Company, or (iii) by wire transfer to an account designated by Company, in each case along with a written subscription substantially in the form of Exhibit A attached hereto. The date on which this Warrant is thus surrendered, accompanied by tender or payment as hereinbefore or hereinafter provided, is referred to herein as the “Exercise Date.” The Company shall issue and deliver to Investor certificates for the proper number of Warrant Shares upon exercise of this Warrant within ten (10) days after the Exercise Date, and such Warrant Shares shall be deemed issued and the Investor deemed the Investor of record of such Warrant Shares, for all purposes as of the opening of business on the Exercise Date, notwithstanding any delay in the actual issuance. (b) Notwithstanding anything herein to the contrary, as a condition precedent to the exercise of this Warrant and at any time thereafter as may be reasonably requested by the Company, the Investor agrees to execute and to become a party to, such stock restriction agreements, shareholders’ agreements, voting trust agreements, voting agreements, right of first refusal agreements, co-sale agreements, lock-up agreements, and other agreements regarding the Common Stock of the Company in such form(s) as the Company may determine from time to time in its sole discretion. (bc) if payment is Notwithstanding anything herein to the contrary, the Company shall not be made through a surrender obligated to issue any Warrant Shares which would result in the issuance of shares of Common Stock, Stock to the Investor representing more than the applicable percentage under the rules of the NYSE Amex that would require stockholder approval of the issuance thereof.1 In the event that Investor has delivered a written subscription to the Company to purchase Warrant Shares in an amount that would require stockholder approval (after taking into account all shares of Common Stock acquired by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided forthe Investor pursuant to this Warrant and the MGT Warrant), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue as soon as practicable after receipt thereof, but in no event later than sixty (60) days thereafter, hold a certificate or certificates, meeting of its stockholders for the number approval of full the issuance of such Warrant Shares Shares. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use commercially reasonable efforts to which solicit its stockholders’ approval of the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 issuance of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants to cause its board of directors to recommend to the stockholders that they approve such proposal. 1 The number of shares outstanding as of May 9, 2012 was 2,105,187, and as such, the Company shall be issued by required to obtain shareholder approval prior to the Company in such names Investor acquiring more than 421,016 shares of Common Stock pursuant to this Warrant and denominations, and shall be delivered to such persons, as are specified by written instructions of the HolderMGT Warrant.

Exercise Procedure. Warrants may be exercised Subject to the terms and conditions set forth herein, the Option is exercisable by their surrender a written notice signed by the Employee and delivered to the Company at the Company's principal its executive offices, signifying the Employee"s election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Election to Purchase form attached thereto duly completed Shares has been declared effective by the Securities and executed, Exchange Commission) and must be accompanied by payment the full purchase price of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercisebeing purchased. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, or by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender free from all collection charges. If notice of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereofthe Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate or certificatesfor any Shares until it has complied with all requirements of the Securities Act of 1933, for as amended, the number Securities Exchange Act of full Warrant Shares to 1934, as amended, any stock exchange on which the Holder thereof is entitled, registered Company's Stock may then be listed and all applicable state laws in accordance connection with the instructions set forth in issuance or sale of such Shares or the Election to Purchase, together with cash as provided in Section 10 listing of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrantssuch Shares on such exchange. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by Until the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions issuance of the Holdercertificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Option.

Exercise Procedure. Warrants may be exercised by their surrender at In order to exercise the stock option granted hereunder, in whole or in part, the Employee must give written notice to the Company's , directed to its Secretary at its principal executive officesoffice, with such notice to specify the Election to Purchase form attached thereto duly completed number of Shares being purchased and executedthe purchase price being paid therefor, accompanied by payment in full of such purchase price. A. In addition, if the Shares are not then registered under the Securities Act of 1933 ("the Act"), the Employee shall concurrently tender a letter to the Company containing, in form and substance satisfactory to counsel for the Company, written acknowledgments, representations and covenants by the Employee with respect to such limitations on the transferability of the aggregate Exercise Price Shares as counsel for the Warrant Shares Company may in its sole discretion determine to be in effect at that time by reason of such non-registration of the Shares, including the Employee's (i) acknowledgment that the Shares are being purchased upon such exercise. Payment under a claim of exemption from registration under the Act as a transaction not involving a public offering, (ii) representations and warranties that the Shares are being acquired for investment purposes and not with a view to the Warrant distribution thereof, and (iii) agreement not to transfer, encumber or dispose of the Shares unless (x) a registration statement with respect to the Shares shall be made effective under the Act and there shall have been compliance with applicable state laws or (ay) if payment is to be made in cash, by a certified compliance with Rule 144 or bank cashier's check payable some other exemption from registration under the Act. B. The Company will issue stock certificate(s) to the order Employee representing the Shares purchased by the Employee hereunder as soon as practical after the Company's receipt of the aforementioned notice and payment, including clearance of funds. Each such certificate shall contain such restrictive legends as may be established by counsel for the Company evidencing the aforementioned transfer restrictions. The Employee will acquire rights as a stockholder of the Company or by wire transfer with respect to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after Shares so purchased upon the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue a certificate or certificates, for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions date of the Holderissuance of such stock certificate(s).

Exercise Procedure. Warrants may In the event that Grantee wishes to exercise the Grantor Option, Grantee shall deliver to Grantor written notice (an "Exercise Notice") specifying the total number of shares of Grantor Common Stock that Grantee wishes to purchase (the "Option Shares"). To the extent permitted by law and the Certificate of Incorporation, as amended, of Grantor (the "Grantor Charter"), and provided that the conditions set forth in Section 3 to Grantor's obligation to issue the shares of Grantor Common Stock to Grantee hereunder have been satisfied or waived, Grantee shall, upon delivery of the Exercise Notice and tender of the applicable aggregate Exercise Price (as defined in Section 2(e) below), immediately be deemed to be the holder of record of the Option Shares, notwithstanding that the stock transfer books of Grantor shall then be closed or that certificates representing the Option Shares shall not theretofore have been delivered to Grantee. Each closing of a purchase of shares of Grantor Common Stock hereunder (a "Closing") shall occur at a place, on a date, and at a time designated by Grantee in an Exercise Notice delivered at least two (2) business days prior to the date of such Closing. Termination of the Grantor Option. Grantee's right to exercise the Grantor Option shall terminate upon the earliest to occur of: the Effective Time of the Merger; the date on which the Merger Agreement is properly terminated pursuant to Article VIII thereof other than under circumstances set forth in Sections 2(a)(i) and 2(a)(ii); and thirteen (13) months after the date on which the Merger Agreement is terminated. Notwithstanding the foregoing, with respect to clause (iii) in the immediately preceding sentence, if the Grantor Option cannot be exercised by their surrender reason of any applicable judicial or governmental judgment, decree, order, law or regulation, the Grantor Option shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal and (y) 5:00 p.m., Omaha, Nebraska time, on the tenth (10th) business day after such impediment shall have been removed; provided, however, that if such judgment, decree or order shall have been obtained at the Company's principal executive officesrequest of Grantor or any of its Affiliates or a party that has been made or is proposing to make an Acquisition Proposal (as such term is defined in the Merger Agreement) for Grantor, with and such judgment, decree or order is vacated, set aside, withdrawn, reversed or otherwise nullified, the Election to Purchase form attached thereto duly completed and executed, accompanied by payment of time during which the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares Grantor Option shall remain exercisable shall be made extended for as long as such judgment, decree, or order shall be in effect. The rights of Grantee and Grantor set forth in Sections 7 (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided forother than Section 7(a)(i), and (c) if payment is 9 shall not terminate upon termination of Grantee's right to exercise the Grantor Option with respect to shares acquired prior to termination, but shall extend to the time provided in such sections. Notwithstanding the termination of the Grantor Option, Grantee shall be made by a surrender entitle to purchase the shares of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance Grantor Common Stock with Section 5 hereof, the Company shall issue a certificate or certificates, for the number of full Warrant Shares respect to which Grantee had exercised the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered Grantor Option prior to such persons, as are specified by written instructions of the Holdertermination.

Exercise Procedure. Warrants (a) The Holder may be exercised exercise the right to subscribe for and purchase the number of Common Shares herein provided for by their surrender delivering to the Corporation prior to the Expiry Time at the Company's principal executive officesoffice of the Registrar and Transfer Agent, as set out above, this Certificate, with the Election to Purchase subscription form attached thereto hereto as Exhibit A duly completed and executedexecuted by the Holder or the Holder’s legal representative or attorney, accompanied duly appointed by payment of an instrument in writing in form and manner satisfactory to the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cashCorporation, by together with a certified cheque or bank cashier's check draft payable to or to the order of the Company Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. This Certificate shall be deemed to be surrendered only upon delivery thereof to the Corporation at the office of the Registrar and Transfer Agent as set forth herein (or by wire transfer to an account designated by such other address as the Company, Corporation may notify the Holder). (b) if payment is Upon such delivery as aforesaid, the Corporation shall cause to be made through issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Certificate and the Holder hereof shall become a surrender shareholder of shares the Corporation in respect of the Common Stock, by surrender Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates duly endorsed for transfer (with all transfer taxes paid to be mailed to the Holder at the address or provided for)addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery. (c) In the event that this Warrant is exercised before October 6, 2013, the certificate representing the Common Shares issued upon such exercise shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 6, 2013”. provided that, if payment at any time, in the opinion of counsel to the Corporation, such legend is to be made by a surrender of Warrantsno longer necessary or advisable under any such securities laws, by surrender of certificates representing such Warrants. Promptly after or the exercise holder of any Warrantssuch legended certificate, upon compliance provides the Corporation with Section 5 hereofevidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legend is not required, such legended certificate may thereafter be surrendered to the Company shall issue Corporation in exchange for a certificate or certificates, for which does not bear such legend. (d) Neither the number of full Warrant Warrants represented by this Certificate nor the Common Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 issuable upon exercise of this Warrant Agreement payable in respect are registered under the 1933 Act or the securities laws of fractional shares and (if applicable) a new Warrant Certificate or Certificates any state of the United States, accordingly, all certificates representing all remaining unexercised Warrants. All Warrant Common Shares shall be duly authorizedalso bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, validly issuedAS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, fully paidBY PURCHASING SUCH SECURITIES, non-assessable and free of preemptive rightsAGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, and free from all liens and charges other than those created by the HolderSOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY; (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the HolderTHE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON STOCK EXCHANGES.

Exercise Procedure. Warrants The Holder may be exercised exercise the right of purchase herein provided for by their surrender surrendering or delivering to the Company prior to the Expiry Time at the Company's its principal executive officesoffice: (a) this Warrant, with the Election to Purchase form attached thereto Subscription Form duly completed and executedexecuted by the Holder or its legal representative or attorney, accompanied duly appointed by payment of an instrument in writing in form and manner satisfactory to the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made Company, and (ab) if payment is to be made in cash, by cash or a certified cheque, money order or bank cashier's check draft payable to or to the order of the Company or by wire transfer in lawful money of Canada in an amount equal to an account designated the Exercise Price multiplied by the Companynumber of Common Shares for which subscription is being made. Any Warrant and cash, certified cheque, money order or bank draft referred to in the foregoing clauses (a) and (b) if payment is shall be deemed to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is surrendered only upon delivery thereof to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue a certificate or certificates, for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth at its principal office in the Election to Purchase, together with cash as manner provided in Section 10 26. This Warrant is exchangeable, upon the surrender hereof by the Holder, for new certificates of like tenor representing, in the aggregate, warrants entailing the right to subscribe for the same number of Common Shares which may be subscribed for hereunder. This Warrant and the Common Shares issuable upon exercise of this Warrant Agreement payable have not been and will not be registered under the U.S. Securities Act or under state securities laws of any state in respect the United States. Accordingly, this Warrant may not be transferred to, or be exercised by or on behalf of, a person in the United States or a U.S. Person, unless an exemption from registration is available under the U.S. Securities Act and applicable state securities laws and the Holder has furnished an opinion of fractional shares counsel of recognized standing or other evidence in form and (substance satisfactory to the Company to such effect, and if applicable) a new Warrant Certificate or Certificates the Warrants are so exercised, the certificates representing all remaining unexercised Warrants. All Warrant the Common Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created bear the appropriate legends as determined by legal counsel for the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the HolderCompany.

Exercise Procedure. Warrants (a) This Warrant may be exercised exercised, in whole or in part, or from time to time, prior to the Expiration Date, by their surrender presenting it and tendering the Exercise Price, at the Companyoption of the Holder (i) in legal tender, (ii) by bank cashier's or certified check, or (iii) by cancellation of indebtedness owing under the Debenture held by Holder, at the principal executive offices, office of the Company along with written subscription substantially in the Election to Purchase form of Exhibit "A" attached thereto duly completed and executedhereto. The date on which this Warrant is thus surrendered, accompanied by tender or payment as hereinbefore or hereinafter provided, is referred to herein as the "Exercise Date." The Company shall forthwith at its sole expense (including the payment of the aggregate Exercise Price issue taxes), issue and deliver to Holder certificates for the proper number of Warrant Shares to be purchased upon exercise of this Warrant within 10 days after the Exercise Date, and such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cashdeemed issued and the Holder deemed the holder of record of such Warrant Shares, by a certified or bank cashier's check payable to the order for all purposes as of the Company or by wire transfer to an account designated by opening of business on the CompanyExercise Date, notwithstanding any delay in the actual issuance. (b) if payment is to be made through a surrender of shares of Common StockThe Company shall pay any and all documentary, by surrender of certificates duly endorsed for transfer (with all stamp or similar issue or transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue a certificate or certificates, for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares the issue or delivery of the Warrant Shares. (c) If the Holder exercises this Warrant in part, this Warrant shall be surrendered by the Holder to the Company and (if applicable) a new Warrant Certificate or Certificates representing all remaining of the same tenor and for the unexercised Warrants. All number of Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created executed by the HolderCompany. Upon compliance with Section 5 hereof, certificates representing The Company shall register the new Warrant in the name of the Holder or in such Warrant Shares and remaining unexercised Warrants shall name or names of its transferee pursuant to paragraph (12) hereof as may be issued directed in writing by the Company in such names Holder and denominations, and shall be delivered deliver the new Warrant to such persons, as are specified by written instructions of the HolderPerson or Persons entitled to receive the same.

Exercise Procedure. Warrants may In the event that Grantee wishes to exercise the Grantor Option, Grantee shall deliver to Grantor written notice (an "Exercise Notice") specifying the total number of shares of Grantor Common Stock that Grantee wishes to purchase (the "Option Shares"). To the extent permitted by law and the Certificate of Incorporation, as amended, of Grantor (the "Grantor Charter"), and provided that the conditions set forth in Section 3 to Grantor's obligation to issue the shares of Grantor Common Stock to Grantee hereunder have been satisfied or waived, Grantee shall, upon delivery of the Exercise Notice and tender of the applicable aggregate Exercise Price (as defined in Section 2(e) below), immediately be deemed to be the holder of record of the Option Shares, notwithstanding that the stock transfer books of Grantor shall then be closed or that certificates representing the Option Shares shall not theretofore have been delivered to Grantee. Each closing of a purchase of shares of Grantor Common Stock hereunder (a "Closing") shall occur at a place, on a date, and at a time designated by Grantee in an Exercise Notice delivered at least two (2) business days prior to the date of such Closing. Termination of the Grantor Option. Grantee's right to exercise the Grantor Option shall terminate upon the earliest to occur of: the Effective Time of the Merger; the date on which the Merger Agreement is properly terminated pursuant to Article VIII thereof other than under circumstances set forth in Sections 2(a)(i) and 2(a)(ii); and thirteen (13) months after the date on which the Merger Agreement is terminated. Notwithstanding the foregoing, with respect to clause (iii) in the immediately preceding sentence, if the Grantor Option cannot be exercised by their surrender reason of any applicable judicial or governmental judgment, decree, order, law or regulation, the Grantor Option shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal and (y) 5:00 p.m., Atlanta, Georgia time, on the tenth (10th) business day after such impediment shall have been removed; provided, however, that if such judgment, decree or order shall have been obtained at the Company's principal executive officesrequest of Grantor or any of its Affiliates or a party that has been made or is proposing to make an Acquisition Proposal (as such term is defined in the Merger Agreement) for Grantor, with and such judgment, decree or order is vacated, set aside, withdrawn, reversed or otherwise nullified, the Election to Purchase form attached thereto duly completed and executed, accompanied by payment of time during which the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares Grantor Option shall remain exercisable shall be made extended for as long as such judgment, decree, or order shall be in effect. The rights of Grantee and Grantor set forth in Sections 7 (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided forother than Section 7(a)(i), and (c) if payment is 9 shall not terminate upon termination of Grantee's right to exercise the Grantor Option with respect to shares acquired prior to termination, but shall extend to the time provided in such sections. Notwithstanding the termination of the Grantor Option, Grantee shall be made by a surrender entitle to purchase the shares of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance Grantor Common Stock with Section 5 hereof, the Company shall issue a certificate or certificates, for the number of full Warrant Shares respect to which Grantee had exercised the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered Grantor Option prior to such persons, as are specified by written instructions of the Holdertermination.

Exercise Procedure. Warrants (a) The Holder may be exercised exercise the right to subscribe and purchase the number of Warrant Shares herein provided, by their surrender delivering to the Company prior to the Expiry Time at its office set out in section 25 hereof (or as at such other address the Company's principal executive offices, Company may notify the Holder in accordance with the Election to Purchase form terms hereof) this Warrant Certificate, the Subscription Form attached thereto hereto duly completed and executedexecuted by the Holder or its legal representative or attorney, accompanied duly appointed by payment of an instrument in writing in form and manner satisfactory to the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made Company (a) if payment is to be made in cashacting reasonably), by together with a certified cheque, bank draft payable to or bank cashier's check payable to the order of the Company Company, or by wire transfer in an amount equal to an account designated by the Companyaggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Company at its office set out, and in the manner set forth in Section 25 hereof (or to such other address as the Company may notify the Holder in accordance with the terms hereof). (b) if Upon such delivery and payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereofas aforesaid, the Company shall issue as soon as possible cause to be issued to the Holder hereof the Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Company in 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 or certificates, for evidencing the number of full Warrant Shares and the Company shall cause such certificates to which be mailed to the Holder thereof is entitledhereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five (5) Business Days of such delivery and payment. (c) The Warrants evidenced by this Warrant Certificate and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered in accordance with under the instructions set forth U.S. Securities Act or under state securities laws of any state in the Election to PurchaseUnited States. Accordingly, together with cash as provided the Warrants evidenced hereby may not be transferred or exercised in Section 10 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 Agreement payable Certificate has furnished an opinion of counsel of recognized standing or such other documentation in respect of fractional shares form and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by substance satisfactory to the Company in such names and denominations, and shall be delivered (acting reasonably) to such personseffect, as are specified by written instructions of the Holderapplicable.

Exercise Procedure. Warrants (a) From and after the Vesting Date, the Warrantholder may be exercised exercise the right to subscribe and purchase the number of Warrant Shares herein provided, by their surrender delivering to the Corporation prior to the Expiry Time at its principal office (or at such other location as designated by the Company's principal executive officesCorporation in writing to the Warrantholder) this Warrant Certificate, with the Election to Purchase form Subscription Form attached thereto hereto duly completed and executedexecuted by the Warrantholder or its legal representative or attorney, accompanied duly appointed by payment of an instrument in writing in form and manner satisfactory to the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cashCorporation, by together with a certified cheque or bank cashier's check draft payable to or to the order of the Company Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or by wire transfer to an account at such other location as designated by the Company, Corporation in writing to the Warrantholder). (b) if Upon such delivery and payment is as aforesaid, the Corporation shall cause to be made through issued to the Warrantholder hereof the Warrant Shares subscribed for not exceeding those which such Warrantholder is entitled to purchase pursuant to this Warrant Certificate and the Warrantholder hereof shall become a surrender shareholder of shares the Corporation in respect of Common Stock, by surrender 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 Corporation shall cause such certificates duly endorsed for transfer (with all transfer taxes paid to be mailed to the Warrantholder hereof at the address or provided for)addresses specified in such subscription as soon as practicable, and in any event within five (5) Business Days after such delivery and payment. (c) if payment is to be made by a surrender of Warrants, by surrender of The certificate or certificates representing such Warrants. Promptly after the Warrant Shares issued before July 24, 2015 upon exercise of any Warrants, upon compliance the Warrants represented hereby shall be impressed with Section 5 hereof, the Company shall issue a certificate or certificates, for legend substantially in the number of full following form: (d) These Warrants and the Warrant Shares to which issuable upon exercise of these Warrants have not been and will not be registered under the Holder thereof is entitled, registered in accordance with the instructions set forth U.S. Securities Act or under state securities laws of any state in the Election United States. Accordingly, these Warrants may not be 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 these Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered Corporation to such personseffect, as are specified by written instructions of the Holderapplicable.

Exercise Procedure. Warrants (a) The Holder may be exercised exercise the right to subscribe and purchase the number of Warrant Shares herein provided, by their surrender delivering to the Company prior to the Expiry Time at the Company's its principal executive officesoffice this Warrant Certificate, with the Election to Purchase form Subscription Form attached thereto hereto duly completed and executedexecuted by the Holder or its legal representative or attorney, accompanied duly appointed by payment of an instrument in writing in form and manner satisfactory to the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cashCompany, by together with a certified cheque or bank cashier's check draft payable to or to the order of the Company in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Company at its principal office set forth herein (or by wire transfer to an account designated by such other address as the Company, Company may notify the Holder). (b) if Upon such delivery and payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereofas aforesaid, the Company shall issue cause to be issued to the Holder hereof the Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Company in respect of the Warrant Shares subscribed for, if permitted by applicable law, with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate or certificates, for evidencing the number of full Warrant Shares and the Company shall cause such certificates to which be mailed to the Holder thereof hereof at the address or addresses specified in such subscription as soon as practicable. (c) The Holder hereby acknowledges that the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States, and that the Warrants may not be exercised in the United States or by or on behalf of a U.S. person, nor may the Warrant Shares be offered or sold in the United States, unless an exemption is entitledavailable from the registration requirements of the U.S. Securities Act and applicable state securities laws. If the Common Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, the U.S. restrictive legend may be removed by providing an executed declaration to the registrar and transfer agent of the Corporation, in substantially the form set forth as Appendix “A” attached hereto (or in such other forms as the Company may prescribe from time to time) and, if requested by the Company or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation. If the Common Shares are offered and sold in the United States pursuant to an exemption from registration under the U.S. Securities Act, the Holder must furnish an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect, as applicable. All certificates representing Common Shares issued to persons who exercise the Warrants pursuant to the Subscription Form will, unless such Common Shares are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States, bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES (1) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES OR SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT AND REGISTRAR OF THE CORPORATION UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR OF THE CORPORATION AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.” provided, that if the Common Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, and the Company is at the time of such sale a “foreign issuer” within the meaning of Regulation S under the U.S. Securities Act, the legends set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Company, in substantially the form set forth as Appendix “A” attached hereto (or in such other forms as the Company may prescribe from time to time) and, if requested by the Company or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Company and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Common Shares, are being sold otherwise than in accordance with Regulation S and other than to the instructions set forth in Company, the Election legend may be removed by delivery to Purchasethe registrar and transfer agent and the Company of an opinion of counsel, together with cash as provided in Section 10 of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. Certificates representing Common Shares issued upon the exercise of this Warrant Agreement payable Certificate (and issued in respect of fractional shares substitution or exchange thereof) prior to the date that is four months and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares one day after the date hereof shall be duly authorizedbear the following legend: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the HolderTHE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE [INSERT DATE WHICH IS FOUR MONTHS AND A DAY AFTER THE DATE HEREOF].

Exercise Procedure. Warrants (a) Subject to Section 4 herein, the Holder may be exercised exercise the right to subscribe and purchase the number of Warrant Shares herein provided, by their surrender delivering to the Company prior to the Expiry Time at the Company's its principal executive officesoffice this Warrant Certificate, with the Election to Purchase form Subscription Form attached thereto hereto duly completed and executedexecuted by the Holder or its legal representative or attorney, accompanied duly appointed by payment of an instrument in writing in form and manner satisfactory to the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cashCompany, by together with a certified cheque or bank cashier's check draft payable to or to the order of the Company in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Company at its principal office set forth herein (or to such other address as the Company may notify the Holder). (b) Upon such delivery as aforesaid, the Company shall cause to be issued to the Holder hereof the Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Company in respect of the Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Warrant Shares and the Company shall cause such certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five (5) Business Days of such delivery. (c) The certificate or certificates representing Warrant Shares issued before the date that is four months and a day after the later of: March 15, 2019; and (ii) the date the Company became a reporting issuer in any province or territory, shall be impressed with a legend substantially in the following form: (d) This Warrant may not be exercised in the United States or by wire or on behalf of a U.S. Person 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 has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect. (e) If the certificate or certificates representing the Warrants that have been surrendered for exercise bear the legend described below, the certificate or certificates representing the Warrant Shares subscribed for and issued upon exercise of the Warrants shall be correspondingly impressed with the following legend unless such legend is no longer required under the applicable requirements of the U.S. Securities Act or applicable U.S. state laws and regulations, provided that: (i) if any such securities are being sold under clause (B) above and in compliance with Canadian local laws and regulations, and provided that the Company is a “foreign issuer” within the meaning of Regulation S of the U.S. Securities Act at the time of sale, the legend set forth above may be removed by providing a declaration to the transfer agent for the Company in a form satisfactory to an account designated the transfer agent, as may be amended from time to time by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing the effect that such Warrants. Promptly after the exercise of any Warrants, upon securities are being sold in compliance with Section 5 hereof, Rule 904 of Regulation S of the Company shall issue a certificate or certificates, for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to PurchaseU.S. Securities Act, together with cash any documentation as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall may be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued required by the Company in such names and denominations, and shall be delivered or its transfer agent to such persons, as are specified by written instructions the effect that an exemption from the registration requirements of the HolderU.S. Securities Act or state securities laws are available; and (ii) If any such securities are being sold under clause (C)(II) or (D) above, the legend may be removed by delivery to the transfer agent for the Company and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

Exercise Procedure. Warrants may i. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, or at such other office as shall be exercised designated by their surrender at the Company: (i) written notice of Xxxxxx's principal executive officeselection to exercise this Warrant, with which notice shall specify the Election to Purchase form attached thereto duly completed and executed, accompanied by payment number of the aggregate Exercise Price for the Warrant Shares shares of Common Stock to be purchased upon pursuant to such exercise. Payment for the Warrant Shares shall be made ; (aii) if payment is to be made in cash, by a certified check or bank cashier's check draft payable to the order of the Company or by wire transfer to an account designated in the amount of the Exercise Price multiplied by the Company, (b) if payment is to be made through a surrender number of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is Stock to be made by a surrender of Warrantspurchased pursuant to such exercise; and (iii) this Warrant, by surrender of certificates representing such Warrantsproperly indorsed. ii. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereofUpon receipt thereof, the Company shall issue shall, as promptly as practicable, execute and deliver or cause to be executed and delivered to such Holder a certificate or certificatescertificates representing the aggregate number of full shares of Common Stock issuable upon such exercise. The stock certificate or certificates so delivered shall be registered in the name of such Holder, or such other name as shall be designated in said notice. iii. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date that said notice, together with said payment and this Warrant, is received by the Company as aforesaid. The Holder of this Warrant shall not, by virtue of its ownership of this Warrant, be entitled to any rights of a shareholder in the Company, either at law or in equity; provided, however, 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 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 maintained by the Company for the purpose of determining the number of full outstanding shares of Common Stock subject to this Warrant Shares and the applicable Exercise Price pursuant to which SECTION 2, such record to be determinative of the number of outstanding shares of Common stock subject to this Warrant and the Exercise Price absent manifest error. The Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorizedWarrant, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 its acceptance hereof, certificates representing such Warrant Shares consents to and remaining unexercised Warrants shall agrees to be issued bound by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions comply with all of the Holderprovisions of this Warrant.

Exercise Procedure. Warrants may This Option shall be exercised by their surrender at the Company's principal executive offices, with giving of written notice of exercise to the Election Company that specifies the number of shares of Stock to Purchase form attached thereto duly completed and executedbe purchased, accompanied by payment (in accordance with the terms of Paragraph 6(d) of the Plan) of the aggregate Exercise Option Price for the Warrant Shares to be purchased upon shares of Stock being purchased, such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, by any combination of: (a) United States cash currency; (b) a certified or bank cashier's or certified check payable to the order of the Company Company; (c) a personal check acceptable to the Company; (d) to the extent permitted by the Board, shares of Stock (including previously owned Stock or by wire transfer Stock issuable in connection with the Option exercise), 4 o 7 properly endorsed to an account designated by the Company, whose Fair Market Value on the date of exercise equals the aggregate Option Price of the Option being exercised; or (be) if payment is to be made through the extent agreed to by the Board, the Optionee's entering into an agreement with the Company whereby a surrender portion of shares the Optionee's Options are terminated and where the "built-in gain" on any Options that are terminated as part of Common Stocksuch agreement equals the aggregate Option Price of the Option being exercised. "Built-in gain" means the excess of the aggregate Fair Market Value of any Stock otherwise issuable on exercise of a terminated Option, by surrender over the aggregate Option Price otherwise due the Company on such exercise. In accordance with the terms of certificates duly endorsed for transfer Paragraph 6(d) of the Plan, the Board (with all transfer taxes paid or provided for), and (cits delegates) if payment is may provide such assistance to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the Optionee to facilitate the exercise of this Option as it deems appropriate; provided, however, that the Board (or its delegates), as a prerequisite to providing such assistance, may require satisfaction of any Warrants, upon compliance with Section 5 hereof, rules or conditions it deems appropriate. Shares of Stock used to pay the Company Option Price shall issue a certificate or certificates, for be valued at their Fair Market Value on the number date of full Warrant Shares to which the Holder thereof is entitled, registered exercise. The Optionee's notice of exercise shall also be accompanied by payment (in accordance with the instructions set forth in terms of Paragraph 6(p) of the Election to Purchase, together with cash as provided in Section 10 Plan) of this Warrant Agreement payable in respect the amount of fractional shares federal and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable state income and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by employment taxes that the Company in such names and denominations, and shall be delivered is required to such persons, as are specified by written instructions collect from Optionee because of the Holderexercise of the Option.

Exercise Procedure. Warrants may be exercised by their surrender at the Company's principal executive offices, with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made made: (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and or (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue a certificate or certificates, for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, and applicable securities laws, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the Holder.

Exercise Procedure. Warrants a. This Warrant may be exercised in whole or in part at any time during the Exercise Period, provided however, if the last day of the Exercise Period is a day on which federal or state chartered banking institutions located in the State of Florida are authorized by their 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 Corporation at its principal office of this Warrant accompanied by the form of Exercise Agreement attached hereto as Exhibit 1 signed by the Holder b. Certificates for the shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Corporation to the Holder within five (5) business days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Corporation will prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been exercised. The Corporation will, within such five (5) day period, deliver such new Warrant to the Holder at the address set forth in this Warrant. c. The shares of Common Stock issuable upon the exercise of this Warrant will be deemed to have been transferred to the Holder on the Exercise Date, and the Holder will be deemed for all purposes to have become the record holder of such Common Stock on the Exercise Date. d. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant will be made without charge to the Holder of any issuance tax in respect thereof or any other cost incurred by the Corporation in connection with such exercise and related transfer of the shares; provided, however, that the Corporation shall not be required to pay any tax 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 Holder of this Warrant, and that the Corporation 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 Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. e. The shares of Common Stock issuable upon the exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the "Act") and, accordingly, 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 certificates 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 an opinion of counsel satisfactory to counsel to the Corporation that an exemption from registration under any applicable state securities laws is available." The Holder shall have piggyback registration rights for any Common Shares in connection with any registration statement filed by the Company to register securities of the Company for sale to the public (except a registration statement filed in connection with an acquisition or exchange offering). The shares would be included in the next registration statement at the option of the Holder" The Company shall give prompt written notice to the Holder of any such proposed registration, and the Holder shall inform the Company, within 20 days after receipt of such notice, if it wishes to register any of its Common Shares in the Company's principal executive offices, with registration Statement. If the Election to Purchase form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by Holder does not so information the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue a certificate have the right to assume that Holder does not wish to register any of its Common Shares ix xxx Company's registration statement. The Company shall pay all costs and expenses of such registration, excluding fees and expense of counsel for Holder and underwriting discounts, commissions, or certificates, for expenses of Holder with respect to the number sale of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the Holderits Common Shares.

Exercise Procedure. Warrants ‌ (a) The Holder may be exercised exercise the right to subscribe and purchase the number of Warrant Shares herein provided, by their surrender delivering to the Company prior to the Expiry Time at its office set out in Section 27 hereof (or as at such other address the Company's principal executive offices, Company may notify the Holder in accordance with the Election to Purchase form terms hereof) this Warrant Certificate, the Exercise Notice attached thereto hereto duly completed and executedexecuted by the Holder or its legal representative or attorney, accompanied duly appointed by payment of an instrument in writing in form and manner satisfactory to the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made Company (a) if payment is to be made in cashacting reasonably), by together with a certified cheque, bank draft payable to or bank cashier's check payable to the order of the Company Company, or by wire transfer in an amount equal to an account designated by the Companyaggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Company at its office set out, and in the manner set forth in Section 27 hereof (or to such other address as the Company may notify the Holder in accordance with the terms hereof). (b) if Upon such delivery and payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided foras set out in Section 3(a), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue as soon as possible cause to be issued to the Holder hereof the Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Company in respect of the Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate or certificates, for DRS evidencing the number of full Warrant Shares (at the election of the Holder) and the Company shall cause such certificates or DRS to which be mailed to the Holder thereof is entitledhereof at the address or addresses specified in such Exercise Notice as soon as practicable, registered and in accordance with any event within two (2) Business Days of such delivery and payment. Any Late Issuance shall be governed by the instructions set forth in the Election to Purchase, together with cash as provided in provisions of Section 10 18 of this Warrant Agreement payable in respect of fractional shares and Certificate. (if applicablec) a new The Warrants evidenced by this Warrant Certificate or Certificates representing all remaining unexercised Warrants. All and the Warrant Shares shall issuable upon exercise of the Warrants have not been and will not be duly authorizedregistered under the U.S. Securities Act or under state securities laws of any state in the United States. Accordingly, validly issuedthe 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 Certificate 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, fully paid, non-assessable and free of preemptive rightsas applicable, and free from all liens and charges other than those created if Warrants are so exercised, the certificate representing the Shares shall bear the necessary legends as determined by legal counsel for the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the HolderCompany.

Exercise Procedure. Warrants may be exercised Subject to the terms and conditions set forth herein, the Options are exercisable by their surrender a written notice signed by the Employee and delivered to the Company at the Company's principal its executive offices, signifying the Employee's election to exercise an Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Election to Purchase form attached thereto duly completed Shares has been declared effective by the Securities and executed, Exchange Commission) and must be accompanied by payment the full purchase price of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercisebeing purchased. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, or by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender free from all collection charges. If notice of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereofan Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate or certificatesfor any Shares until it has complied with all requirements of the Securities Act of 1933, for as amended, the number Securities Exchange Act of full Warrant Shares to 1934, as amended, any stock exchange on which the Holder thereof is entitled, registered Company's Stock may then be listed and all applicable state laws in accordance connection with the instructions set forth in issuance or sale of such Shares or the Election to Purchase, together with cash as provided in Section 10 listing of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrantssuch Shares on such exchange. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by Until the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions issuance of the Holdercertificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Option.

Exercise Procedure. Warrants Subject to the foregoing and the other ------------------ provisions hereof, the Warrantholder may exercise this Warrant from time to time by (i) delivering (which may be exercised by their surrender fax) a duly executed Warrant Exercise Form in the form attached hereto (the "Exercise Agreement") to the Company on any business day at the Company's principal executive offices, with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment offices (or such other office or agency of the aggregate Exercise Company as it may designate by notice to the holder hereof), and (ii) making payment to the Company either (A) in cash, by certified or official bank check or by wire transfer of immediately available funds for the account of the Company, of the Warrant Price for the Warrant Shares specified in the Exercise Agreement or (B) by delivery to be purchased upon such exercise. Payment the Company of a written notice of an election to effect a "Cashless Exercise" (as defined below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be made (a) if payment is deemed to be made in cash, by a certified or bank cashier's check payable issued to the order Warrantholder or such holder's designee, as the record owner of such shares, as of the close of business on the date on which the completed Exercise Agreement shall have been delivered to the Company (or by wire transfer such later date as may be specified in the Exercise Agreement). Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be promptly delivered to an account designated the Warrantholder within a reasonable time, not exceeding three (3) business days after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue a certificate or certificates, for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, Warrantholder and shall be delivered to registered in the name of such persons, holder or such other name as are specified shall be designated by written instructions of the Holder.such holder. If this Warrant shall have

Exercise Procedure. Warrants may be exercised by their surrender to the Company at the CompanyWarrant Agent's principal executive officesoffices in Charlotte, North Carolina, with the Election election to Purchase purchase form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. The Warrant Agent shall promptly forward to the Company all monies and certificates for shares of Common Stock received by the Warrant Agent for the purchase of shares of Common Stock through the exercise of Warrants. Promptly after the exercise of any WarrantsWarrants and the payment of the Exercise Price, upon compliance with Section 5 6 hereof, the Company shall issue a certificate or certificates, certificates for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election election to Purchasepurchase, together with cash as provided in Section 10 11 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. The Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate(s) pursuant to the provisions of this Section and of Section 4 of this Warrant Agreement and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges listed on the NYSE or on such other than those created by national securities exchange or Nasdaq National Market, as the Holdercase may be, on which such Common Stock is listed or included. Upon compliance with Section 5 6 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the Holder.

Exercise Procedure. Warrants (a) This Warrant may be exercised in whole or in part prior to the Expiration Date by their surrender presenting it and tendering the applicable exercise price, at the Company's principal executive offices, with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment option of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made Investor (ai) if payment is to be made in cashlegal tender, (ii) by a certified or bank cashier's check payable to ’s or certified check, at the order principal office of the Company Company, or (iii) by wire transfer to an account designated by Company, in each case along with a written subscription substantially in the form of Exhibit A attached hereto. The date on which this Warrant is thus surrendered, accompanied by tender or payment as hereinbefore or hereinafter provided, is referred to herein as the “Exercise Date.” The Company shall issue and deliver to Investor certificates for the proper number of Warrant Shares upon exercise of this Warrant within ten (10) days after the Exercise Date, and such Warrant Shares shall be deemed issued and the Investor deemed the Investor of record of such Warrant Shares, for all purposes as of the opening of business on the Exercise Date, notwithstanding any delay in the actual issuance. (b) Notwithstanding anything herein to the contrary, as a condition precedent to the exercise of this Warrant and at any time thereafter as may be reasonably requested by the Company, the Investor agrees to execute and to become a party to, such stock restriction agreements, shareholders’ agreements, voting trust agreements, voting agreements, right of first refusal agreements, co-sale agreements, lock-up agreements, and other agreements regarding the Common Stock of the Company in such form(s) as the Company may determine from time to time in its sole discretion. (bc) if payment is Notwithstanding anything herein to the contrary, the Company shall not be made through a surrender obligated to issue any Warrant Shares which would result in the issuance of shares of Common Stock, Stock to the Investor representing more than the applicable percentage under the rules of the NYSE Amex that would require stockholder approval of the issuance thereof.1 In the event that Investor has delivered a written subscription to the Company to purchase Warrant Shares in an amount that would require stockholder approval (after taking into account all shares of Common Stock acquired by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided forthe Investor pursuant to this Warrant and the MGT Option Warrant), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue as soon as practicable after receipt thereof, but in no event later than sixty (60) days thereafter, hold a certificate or certificates, meeting of its stockholders for the number approval of full the issuance of such Warrant Shares Shares. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use commercially reasonable efforts to which solicit its stockholders’ approval of the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 issuance of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by to cause its board of directors to recommend to the Company in stockholders that they approve such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the Holderproposal.