Common use of Exercise Procedures Clause in Contracts

Exercise Procedures. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.

Exercise Procedures. (a) Subject to the terms provisions of Paragraphs 2 and conditions hereof3 above, this Warrant the Grantee may be exercised by the Holder hereof then registered on the books exercise part or all of the Company, pro rata as hereinafter provided, at any time on any business day on or after exercisable portion of the opening Option by giving the Committee written notice of business on such business day, commencing on the Vesting Date, and prior intent to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, exercise in the manner provided in Section 13 hereofthis Agreement, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify specifying the number of Warrant Shares as to which the Option is to be purchasedexercised. On the delivery date, and the Grantee shall pay the exercise price (bi) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its losscash, theft or destruction, and (ii) payment with the approval of the Committee, by wire transfer of immediately available funds or by certified or official bank check payable to the order delivering Shares of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (which shall be valued at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall their fair market value on the third (3rd) business day following the date of receipt delivery (such valuation to be determined in the manner fixed in the Plan), (iii) payment through a broker in accordance with procedures permitted by it of each Regulation T of the Exercise FormFederal Reserve Board or (iv) by such other method as the Committee may approve, this Warrant (or an indemnification undertaking with respect provided that the Committee may, in its absolute discretion, impose from time to this Warrant in time such limitations as it deems appropriate on the case use of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all Shares of the Warrant Shares, or, if Company to exercise the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest errorOption. (b) If within five The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (5) business days or other person exercising the Option after the CompanyGrantee's receipt death) represent that the Grantee is purchasing Shares for the Grantee's own account and not with a view to or for sale in connection with any distribution of the Exercise Delivery Documents Shares, or such other representation as the Committee deems appropriate. All obligations of the Company under this Agreement shall fail to issue and deliver a certificate be subject to the Holder and register such shares rights of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, in its absolute discretion, the Grantee may elect to satisfy any income tax withholding obligation of the Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (a "Buy-In"including FICA), then the Company shall, within five (5) business days after the Holder's request state and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shareslocal tax liabilities.

Exercise Procedures. (a) Subject to the terms and conditions Section 2(e) hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the purchase rights represented by this Warrant may be made, in compliance with whole or in part, at any time or times on or after the Exercisability Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Annex I (the “Notice of Exercise”), and, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise, delivery of the aggregate Exercise Price of the Warrant Shares specified in the applicable Notice of Exercise as specified in this Section 1.2 or 2(a). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in compliance with Section 1.3 below, the Company shall on the third (3rd2(d)(i) business day herein) following the date of receipt by it of each of the Exercise Formexercise as aforesaid, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, in each case, of immediately available funds (unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise). Except as otherwise expressly provided for herein (including in Section 4(a) hereof), the Holder shall not be entitled required to physically surrender this Warrant to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if Company until the Holder who submitted the Exercise Form requested physical delivery of any or has purchased all of the Warrant SharesShares available hereunder and the Warrant has been exercised in full, orin which case, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of surrender this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile for cancellation within three (3) business day of receipt Trading Days of the Holder’s date on which the final Notice of Exercise Formis delivered to the Company. If the Holder and the Company are unable to agree upon the determination Partial exercises of this Warrant resulting in purchases of a portion of the Warrant Exercise Price or arithmetic calculation of the total number of Warrant Shares within three (3) business day available hereunder shall have the effect of such disputed determination or arithmetic calculation being submitted to lowering the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the outstanding number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder purchasable hereunder in an amount equal to the Holder's total applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise as promptly as practicable after receipt thereof. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase price (including brokerage commissionsof a portion of the Warrant Shares hereunder, if any) the number of Warrant Shares available for purchase hereunder at any given time may be less than the shares of Common Stock so purchased (amount stated on the "Buy-In Price"face hereof. Notwithstanding the foregoing in this Section 2(a), at which point a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the Company's obligation appropriate instruction form for exercise, complying with the procedures to deliver effect exercise that are required by DTC (or such certificate (and other clearing corporation, as applicable), subject to issue such holder’s right to elect to receive a Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver in certificated form pursuant to the Holder a certificate or certificates representing such terms of the Warrant SharesAgency Agreement, in which case this sentence shall not apply.

Exercise Procedures. (a) Subject to the terms provisions of Paragraphs 2 and conditions hereof3 above, this Warrant the Employee may be exercised by the Holder hereof then registered on the books exercise part or all of the Company, pro rata as hereinafter provided, at any time on any business day on or after exercisable Option by giving the opening Board written notice of business on such business day, commencing on the Vesting Date, and prior intent to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, exercise in the manner provided in Section 13 hereofthis Stock Option Grant, specifying the number of Shares as to which the Option is to be exercised. On the delivery date, the Employee shall pay the exercise price (i) in cash, or (ii) in the event the Company’s common Stock is publicly traded, with the approval of the Board, by delivering Shares of the Company which shall be valued at their Fair Market Value (as defined below) on the date of delivery, or (iii) with the approval of the Board, by a combination of (ai) and (ii). Fair Market Value of a written notice, in the form attached share of Common Stock as Exhibit A hereto of a particular date (the “Exercise FormDetermination Date”)) shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange or the American Stock Exchange, then the average of such Holder’s election the closing sale prices of the Common Stock for the five (5) trading days immediately prior to exercise this Warrant, which notice shall specify (but not including) the number of Warrant Shares to be purchased, and (b) this Warrant (Determination Date; or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to If the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the 's Common Stock is not DTC eligibletraded on an exchange or on the NASDAQ Global Market, issue and surrender to a common carrier for overnight delivery to NASDAQ Global Select Market, the address specified NASDAQ Capital Market, the New York Stock Exchange or NYSE MKT, but is traded on the OTC Markets or in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holderover-the-counter market, then the Company shall average of the closing bid and ask prices reported for the five (5) trading days immediately submit via facsimile prior to (ibut not including) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest errorDetermination Date. (b) If within five (5) business days after the Company's receipt The obligation of the Exercise Delivery Documents Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Employee represent that the Employee is purchasing Shares for the Employee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Board deems appropriate. The Company shall withhold amounts required to be withheld for any taxes, if applicable. Subject to Board approval, the Employee may elect to satisfy any income tax withholding obligation of the Company shall fail to issue and deliver a certificate with respect to the Holder and register such shares of Common Stock on Option by having Shares withheld up to an amount that does not exceed the Company's share register or credit the Holder's balance account with DTC minimum applicable withholding tax rate for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth federal (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"including FICA), then the Company shall, within five (5) business days after the Holder's request state and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shareslocal tax liabilities.

Exercise Procedures. (ai) Subject to the terms and conditions hereof, While this Warrant may be exercised by remains outstanding and exercisable in accordance with Section 1(a), the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, may exercise this Warrant in whole or in part at any time on any business day on or after and from time to time by: (A) delivery to the opening Company of business on such business day, commencing on a duly executed copy of the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, Notice of (a) a written notice, in the form Exercise attached as Exhibit A hereto A; (the “Exercise Form”), B) surrender of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order Secretary of the Company of an amount equal at its principal offices or at such other office or agency as the Company may specify in writing to the Warrant Holder; and (C) payment of the then-applicable Exercise Price(s) applicable to the Warrant Shares being purchased, Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the Warrant (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (such amount, the “Aggregate Exercise Price”). In ) made in the event form of any cash, or by certified check, bank draft or money order payable in lawful money of the United States of America. (ii) Upon the exercise of the rights represented by this Warrant in compliance with the provisions of this Section 1.2 or in compliance with Section 1.3 below1(b), the Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall be effective immediately prior to the close of business on the third date (3rdthe “Date of Exercise”) business day that the conditions set forth in Section 1(b) have been satisfied, as the case may be. On the first Business Day following the date of receipt by it of on which the Company has received each of the Notice of Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if ), the Common Stock is DTC eligible, credit such aggregate number Company shall transmit an acknowledgment of shares receipt of Common Stock the Exercise Delivery Documents to the Company’s transfer agent (the “Transfer Agent”). On or before the fifth Business Day following the date on which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or Company has received all of the Warrant SharesExercise Delivery Documents (the “Share Delivery Date”), or, if the Common Stock is not DTC eligible, Company shall issue and surrender to a common carrier for dispatch by overnight delivery courier to the address as specified in the Exercise FormNotice of Exercise, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be is entitled pursuant to such requestexercise. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination , irrespective of the Warrant Exercise Price or the arithmetic calculation date of delivery of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing evidencing such Warrant Shares.

Exercise Procedures. The Option shall be exercisable by written notice to the Corporation, which must be received by the Secretary of the Corporation not later than 5:00 P.M. local time at the principal executive office of the Corporation on the expiration date of the Option. Such written notice shall set forth (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such being purchased, (b) the total exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so being purchased, (c) the exact name as it should appear on the stock certificate(s) to be issued for the shares of Common Stock being purchased, and (d) the address to which the stock certificate(s) should be sent. The exercise price of shares of Common Stock purchased upon exercise of the Option shall be paid in full (a) in cash, (b) by delivery to the "Buy-In Price"Corporation of shares of Common Stock (which shares of Common Stock must have been held for at least six months), at which point the Company's obligation to deliver such certificate (c) in any combination of cash and to issue such Warrant Shares) shall terminateshares of Common Stock, or (iid) promptly honor its obligation to deliver by delivery of such other consideration as the Committee deems appropriate and in compliance with applicable law (including payment in accordance with a cashless exercise program approved by the Committee). If any shares of Common Stock shall be transferred to the Holder Corporation to satisfy all or any part of the exercise price, the part of the exercise price deemed to have been satisfied by such transfer of shares of Common Stock shall be equal to the product derived by multiplying the Fair Market Value as of the date of exercise times the number of shares of Common Stock transferred to the Corporation. Any shares of Common Stock tendered in payment shall be duly endorsed in blank or accompanied by stock powers duly endorsed in blank. The Optionee may not transfer to the Corporation in satisfaction of the exercise price any fraction of a certificate share of Common Stock, and any portion of the exercise price that would represent less than a full share of Common Stock must be paid in cash by the Optionee. Subject to Sections 7 and 8 hereof, certificates for the purchased shares of Common Stock will be issued and delivered to the Optionee as soon as practicable after the receipt of such payment of the exercise price; provided, however, that delivery of any such shares of Common Stock shall be deemed effected for all purposes when a stock transfer agent of the Corporation shall have deposited such certificates in the United States mail, addressed to Optionee, at the address set forth on the last page of this Agreement or certificates representing to such Warrant Sharesother address as Optionee may from time to time designate in a written notice to the Corporation. The Optionee shall not be deemed for any purpose to be a shareholder of the Corporation in respect of any shares of Common Stock as to which the Option shall not have been exercised, as herein provided, until such shares of Common Stock have been issued to Optionee by the Corporation hereunder.

Exercise Procedures. (a) Subject to the terms provisions of Sections 2 and conditions hereof3 above, this Warrant the Participant may be exercised exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in a form prescribed by the Holder hereof then registered on Committee or satisfying such other procedures as shall be set forth by the books Committee from time to time, specifying the number of shares of Company Stock as to which the Option is to be exercised. At the time of the CompanyParticipant’s delivery of such notice or such other time as the Committee shall determine, pro rata the Participant shall pay the aggregate Exercise Price for that number of shares of Company Stock for which the Option is being exercised as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by follows: (i) in cash; (ii) with the approval of the Committee, by delivering shares of Company Stock, which shall be valued at their Fair Market Value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of shares of Company Stock having a Fair Market Value on the date of exercise equal to the aggregate Exercise Price; (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the manner provided Federal Reserve Board; (iv) by surrender of all or any part of the shares of Company Stock for which the Option is exercisable to the Company for an appreciation distribution payable in Section 13 hereofshares of Company Stock with a Fair Market Value at the time of the Option surrender equal to the dollar amount by which the then Fair Market Value of the shares of Company Stock subject to the surrendered portion exceeds the aggregate Exercise Price payable for those shares of Company Stock; or (v) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), shares of such Holder’s election Company Stock to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and Option. (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case Promptly after receipt of its loss, theft or destruction, a notice of exercise and (ii) full payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Exercise Price for the shares of Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares Stock being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 belowacquired, the Company shall on issue and deliver to the third Participant (3rdor other person validly exercising the Option) business day following a certificate or certificates representing the date shares of receipt by it of each Company Stock being purchased, or evidence of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant issuance of such shares in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificatebook-entry form, registered in the name of the Holder Participant (or its designeesuch other person), or, upon request, in the name of the Participant (or such other person) and in the name of another person in such form of joint ownership as requested by the Participant (or such other person) pursuant to applicable state law. (c) The obligation of the Company to deliver shares of Company Stock upon exercise of the Option shall be subject to all applicable laws, rules and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Participant (or other person exercising the Option after the Participant’s death) represent that the Participant is purchasing shares of Company Stock for the number Participant’s own account and not with a view to or for sale in connection with any distribution of the shares of Common Stock to which Company Stock, or such other representation as the Holder Committee deems appropriate. (d) All obligations of the Company under this Agreement shall be entitled pursuant subject to such request. Upon delivery the rights of the Exercise Delivery DocumentsCompany as set forth in the Plan to withhold amounts required to be withheld for any taxes, the Holder of this Warrant shall be deemed for all corporate purposes if applicable. The Participant may elect to have become the holder of record satisfy any tax withholding obligation of the Warrant Shares Employer with respect to which this Warrant has been exercised. In the case of a dispute as to the determination Option by, upon exercise of the Warrant Exercise Price or the arithmetic calculation Option, having shares of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price Stock withheld having a Fair Market Value up to an independent, reputable investment banking firm or amount that does not exceed the minimum applicable withholding tax rate for federal (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"including FICA), then the Company shall, within five (5) business days after the Holder's request state and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shareslocal tax liabilities.

Exercise Procedures. The Option shall be exercisable by written notice to the Corporation, which must be received by the Secretary of the Corporation not later than 5:00 P.M. local time at the principal executive office of the Corporation on the expiration date of the Option. Such written notice shall set forth (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such being purchased, (b) the total exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so being purchased, (c) the exact name as it should appear on the stock certificate(s) to be issued for the shares of Common Stock being purchased, and (d) the address to which the stock certificate(s) should be sent. The exercise price of shares of Common Stock purchased upon exercise of the Option shall be paid in full (a) in cash, (b) by delivery to the "Buy-In Price"Corporation of shares of Common Stock (which shares of Common Stock must have been held for at least six months), at which point the Company's obligation to deliver such certificate (c) in any combination of cash and to issue such Warrant Shares) shall terminateshares of Common Stock, or (iid) promptly honor its obligation to deliver by delivery of such other consideration as the Committee deems appropriate and in compliance with applicable law (including payment in accordance with a cashless exercise program approved by the Committee). If any shares of Common Stock shall be transferred to the Holder Corporation to satisfy all or any part of the exercise price, the part of the exercise price deemed to have been satisfied by such transfer of shares of Common Stock shall be equal to the product derived by multiplying the Fair Market Value as of the date of exercise times the number of shares of Common Stock transferred to the Corporation. Any shares of Common Stock tendered in payment shall be duly endorsed in blank or accompanied by stock powers duly endorsed in blank. The Optionee may not transfer to the Corporation in satisfaction of the exercise price any fraction of a certificate share of Common Stock, and any portion of the exercise price that would represent less than a full share of Common Stock must be paid in cash by the Optionee. Subject to Sections 8 and 9 hereof, certificates for the purchased shares of Common Stock will be issued and delivered to the Optionee as soon as practicable after the receipt of such payment of the exercise price; provided, however, that delivery of any such shares of Common Stock shall be deemed effected for all purposes when a stock transfer agent of the Corporation shall have deposited such certificates in the United States mail, addressed to Optionee, at the address set forth on the Face Sheet of this Agreement or certificates representing to such Warrant Sharesother address as Optionee may from time to time designate in a written notice to the Corporation. The Optionee shall not be deemed for any purpose to be a shareholder of the Corporation in respect of any shares of Common Stock as to which the Option shall not have been exercised, as herein provided, until such shares of Common Stock have been issued to Optionee by the Corporation hereunder.

Exercise Procedures. (a) Subject The Option is not exercisable until you accept this Agreement. Thereafter, the Option is exercisable only to the terms extent and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided described in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) Agreement and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest errorPlan. (b) If within five To the extent that the Option is vested and exercisable as provided in the Basic Terms and Conditions of this Agreement, and it has not been forfeited or expired under Section 3 or Section 4 below, you may exercise the Option as to all or any portion of the Shares for which it is vested and exercisable. (5c) business days after Unless otherwise expressly permitted by the Company's receipt Committee, the Option must be exercised for whole Shares only. The exercise date of your Option is the date of delivery to the Committee of your notice of exercise (in the form promulgated by the Company for this purpose). The notice of exercise must be accompanied by payment of the Exercise Delivery Documents Price and any applicable tax withholding in full. You may pay the Exercise Price (a) in cash, personal check or wire transfer, (b) by delivery of Shares you own prior to exercise, valued at their Fair Market Value on the date of exercise, (c) with the approval of the Committee, by Shares acquired upon the exercise of the Option, such Shares valued at their Fair Market Value on the date of exercise, (d) with the approval of the Committee, by Restricted Shares you hold prior to the exercise of the Option, each such share valued at the Fair Market Value of a Share on the date of exercise; or (e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom you have submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company shall fail the amount of sale proceeds sufficient to issue and deliver pay for such Shares. Upon exercise, you must pay the applicable tax withholding in full in accordance with a certificate method specified in Section 18.1 of the Plan that is acceptable to the Holder Committee in its sole discretion. You will need to contact the Committee before you exercise your Option to determine the amount of any required tax withholding and register such shares of Common Stock on required payment method. (d) The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunderExercise Price, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash all the Shares acquired on exercise of the Option shall be subject to the Holder in an amount equal to same restrictions as the Holder's total purchase price (including brokerage commissionsTendered Restricted Shares, if any) for determined as of the shares date of Common Stock so purchased (exercise of the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminateOption, or (ii) promptly honor its obligation to deliver a number of Shares acquired on exercise of the Option equal to the Holder a certificate or certificates representing such Warrant number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Exercise Procedures. (a) Subject to the terms provisions of Paragraphs 2 and conditions hereof3 above, this Warrant the Grantee may be exercised by the Holder hereof then registered on the books exercise part or all of the Company, pro rata as hereinafter provided, at any time on any business day on or after exercisable Option by giving the opening of business on such business day, commencing on the Vesting Date, and prior Company written notice to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, exercise in the manner provided in Section 13 hereofthis Agreement, specifying the number of (a) a written notice, in Shares as to which the form attached Option is to be exercised and tendering payment for such Shares. The Grantee shall pay an amount equal to the Strike Price multiplied by the number of Shares as Exhibit A hereto to which the Option is to be exercised (the “Exercise FormPrice”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and ) (bi) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable (or the equivalent thereof acceptable to the order Company); or (ii) by delivery of shares of Common Stock acquired at least six months prior to the option exercise date and having a fair market value (as defined in the Plan and determined as of the Company of an amount exercise date) equal to all or part of the Warrant Exercise Price(s) applicable Price and a certified or official bank check (or the equivalent thereof acceptable to the Warrant Shares being purchasedCompany) for any remaining portion of the Exercise Price; or (iii) by “net exercise”, multiplied by as a result of which the Grantee will receive (X) the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant the Option is being to be exercised less (plus any applicable issue or transfer taxesY) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock as is equal to which (I) the Holder shall be entitled to aggregate Exercise Price for the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all portion of the Warrant Shares, or, if Option being exercised divided by (II) the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified fair market value (as defined in the Exercise Form, a certificate, registered in Plan) on the name date of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest errorexercise. (b) If within five (5) business days after the The Company's receipt ’s obligation to deliver Shares upon exercise of the Exercise Delivery Documents Option shall be subject to all applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person having the right to exercise the Option) represent that the Grantee (or such other person) is purchasing Shares for his/her own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall fail to issue and deliver a certificate be subject to the Holder and register such shares rights of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In")as set forth in the Plan to withhold amounts required to be withheld for any taxes, then if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash with respect to the Holder in an amount Option by having Shares withheld from delivery having a value equal to the Holder's total purchase price (including brokerage commissions, if any) for amount of the shares of Common Stock so purchased (tax withheld. The election must be in a form and manner prescribed by the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (Committee and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver be subject to the Holder a certificate or certificates representing such Warrant Sharesprior approval of the Committee.

Exercise Procedures. The Option shall be exercisable by written notice to the Corporation, which must be received by the Secretary of the Corporation not later than 5:00 P.M. local time at the principal executive office of the Corporation on the expiration date of the Option. Such written notice shall set forth (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such being purchased, (b) the total exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so being purchased, (c) the exact name as it should appear on the stock certificate(s) to be issued for the shares of Common Stock being purchased, and (d) the address to which the stock certificate(s) should be sent. The exercise price of shares of Common Stock purchased upon exercise of the Option shall be paid in full (a) in cash, (b) by delivery to the "Buy-In Price"Corporation of shares of Common Stock (which shares of Common Stock must have been held for at least six months), at which point the Company's obligation to deliver such certificate (c) in any combination of cash and to issue such Warrant Shares) shall terminateshares of Common Stock, or (iid) promptly honor its obligation to deliver by delivery of such other consideration as the Committee deems appropriate and in compliance with applicable law (including payment in accordance with a cashless exercise program approved by the Committee). In the event that any shares of Common Stock shall be transferred to the Holder Corporation to satisfy all or any part of the exercise price, the part of the exercise price deemed to have been satisfied by such transfer of shares of Common Stock shall be equal to the product derived by multiplying the Fair Market Value as of the date of exercise times the number of shares of Common Stock transferred to the Corporation. Any shares of Common Stock tendered in payment shall be duly endorsed in blank or accompanied by stock powers duly endorsed in blank. The Optionee may not transfer to the Corporation in satisfaction of the exercise price any fraction of a certificate share of Common Stock, and any portion of the exercise price that would represent less than a full share of Common Stock must be paid in cash by the Optionee. Subject to Section 7 hereof, certificates for the purchased shares of Common Stock will be issued and delivered to the Optionee as soon as practicable after the receipt of such payment of the exercise price; provided, however, that delivery of any such shares of Common Stock shall be deemed effected for all purposes when a stock transfer agent of the Corporation shall have deposited such certificates in the United States mail, addressed to Optionee, at the address set forth on the last page of this Agreement or certificates representing to such Warrant Sharesother address as Optionee may from time to time designate in a written notice to the Corporation. The Optionee shall not be deemed for any purpose to be a shareholder of the Corporation in respect of any shares of Common Stock as to which the Option shall not have been exercised, as herein provided, until such shares of Common Stock have been issued to Optionee by the Corporation hereunder.

Exercise Procedures. The Option shall be exercisable by written notice to the Corporation, which must be received by the Secretary of the Corporation not later than 5:00 P.M. local time at the principal executive office of the Corporation on the expiration date of the Option. Such written notice shall set forth (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such being purchased, (b) the total exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so being purchased, (c) the exact name as it should appear on the stock certificate(s) to be issued for the shares of Common Stock being purchased, and (d) the address to which the stock certificate(s) should be sent. The exercise price of shares of Common Stock purchased upon exercise of the Option shall be paid in full (a) in cash, (b) by delivery to the "Buy-In Price")Corporation of already owned shares of Common Stock that have been held by the Optionee for at least six months, (c) in any combination of cash and already owned shares of Common Stock that have been held by the Optionee for at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminateleast six months, or (iid) promptly honor its obligation to deliver by delivery of such other consideration as the Administrator deems appropriate and in compliance with applicable law (including payment in accordance with a cashless exercise program approved by the Administrator). In the event that any shares of Common Stock shall be transferred to the Holder Corporation to satisfy all or any part of the exercise price, the part of the exercise price deemed to have been satisfied by such transfer of shares of Common Stock shall be equal to the product derived by multiplying the Fair Market Value as of the date of exercise times the number of shares of Common Stock transferred to the Corporation. The Optionee may not transfer to the Corporation in satisfaction of the exercise price any fraction of a certificate share of Common Stock, and any portion of the exercise price that would represent less than a full share of Common Stock must be paid in cash by the Optionee. Subject to Section 8 hereof, certificates for the purchased shares of Common Stock will be issued and delivered to the Optionee as soon as practicable after the receipt of such payment of the exercise price; PROVIDED, HOWEVER, that delivery of any such shares of Common Stock shall be deemed effected for all purposes when a stock transfer agent of the Corporation shall have deposited such certificates in the United States mail, addressed to Optionee, at the address set forth on the last page of this Agreement or certificates representing to such Warrant Sharesother address as Optionee may from time to time designate in a written notice to the Corporation. The Optionee shall not be deemed for any purpose to be a shareholder of the Corporation in respect of any shares of Common Stock as to which the Option shall not have been exercised, as herein provided, until such shares of Common Stock have been issued to Optionee by the Corporation hereunder.

Exercise Procedures. (ai) Subject to the terms and conditions hereof, While this Warrant may be exercised by remains outstanding and exercisable in accordance with Section 1(a), the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, may only exercise this Warrant in a “cashless” or “net-issue” exercise (a “Cashless Exercise”) in whole or in part at any time on any business day on or after and from time to time by: (A) delivery to the opening Secretary of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on Company of a duly executed copy of the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, Notice of (a) a written notice, in the form Exercise attached as Exhibit A hereto A; (B) surrender of this Warrant to the “Secretary of the Company at its principal offices or at such other office or agency as the Company may specify in writing to the Holder. By delivering to the Company (1) the Notice of Exercise Form”and (2) the original Warrant, the Holder shall surrender the right to receive upon exercise of this Warrant a number of Warrant Shares having a value (as determined below) equal to the then applicable Exercise Price per share multiplied by the number of Warrant Shares for which the Warrant is being exercised (calculated at the time of each exercise), and the Company shall thereafter issue to the Holder the number of such Holder’s election to exercise this Warrant, which notice shall specify Warrant Shares calculated using the following formula: X = Y * (A - B) A with: X = the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable issued to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by Holder Y = the number of Warrant Shares (at the applicable Warrant Exercise Price) as with respect to which this the Warrant is being exercised (plus any applicable issue or transfer taxes) (A = the fair value of one Warrant Share on the date of exercise of this Warrant B = the then-current Exercise Price of the Warrant For purposes of the above calculation, the “Aggregate Exercise Price”). In the event fair value” of a Warrant Share as of any date shall be the Market Value of one share of the Common Stock as of such date. “Market Value” means, as of any date, (a) if the Common Stock is then listed or quoted on the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market or any other national securities exchange, the closing price per share of the Common Stock for such date (or the nearest preceding date) on the primary eligible market or exchange on which the Common Stock is then listed or quoted; (b) if clause (a) is not applicable and prices for the Common Stock are then quoted on the OTC Bulletin Board or any tier of the OTC Markets, the closing bid price per share of the Common Stock for such date (or the nearest preceding date) so quoted; (c) if clauses (a) and (b) are not applicable and prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the most recent closing bid price per share of the Common Stock so reported; or (d) if the Common Stock is not publicly traded as set forth above, the fair market value per share of Common Stock last determined by the Board of Directors of the Company for purposes of complying with the requirements of Section 409A of the Internal Revenue Code. So long as clause (d) is applicable, the Company shall upon request advise the Holder in writing of the most recently determined fair market value of the Common Stock for Section 409A purposes. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares shall be deemed to have commenced, on the date this Warrant was originally issued. (ii) Upon the exercise of the rights represented by this Warrant in compliance with the provisions of this Section 1.2 or in compliance with Section 1.3 below1(b), the Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall be effective immediately prior to the close of business on the third date (3rdthe “Date of Exercise”) business day that the conditions set forth in Section 1(b) have been satisfied, as the case may be. On the first Business Day following the date on which the Company has received the Notice of Exercise, the Company shall transmit an acknowledgment of receipt by it of each of the Notice of Exercise Formto the Company’s transfer agent, this Warrant if other than the Company (the “Transfer Agent”). On or an indemnification undertaking with respect to this Warrant in before the case third Business Day following the date on which the Company has received the Notice of its loss, theft or destruction) and Exercise (the Aggregate Exercise Price (together“Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“Exercise Delivery DocumentsDTC”) either: · if Fast Automated Securities Transfer Program, upon the Common Stock is DTC eligiblerequest of the Holder, credit such aggregate number of shares of Common Stock to which the Holder shall be is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company; DTC through its Deposit Withdrawal Agent Commission system, or · (Y) if the Holder who submitted Transfer Agent is not participating in the Exercise Form requested physical delivery of any DTC Fast Automated Securities Transfer Program or all of if the Warrant Shares, or, if the Common Stock is Shares are not DTC eligibleeligible for inclusion therein, issue and surrender to a common carrier for dispatch by overnight delivery courier to the address as specified in the Exercise FormNotice of Exercise, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock Warrant Shares to which the Holder shall be is entitled pursuant to such requestexercise. Upon delivery of the Exercise Delivery DocumentsNotice of Exercise, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination , irrespective of the Warrant Exercise Price or the arithmetic calculation date of delivery of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing evidencing such Warrant Shares.

Exercise Procedures. (a) Subject to the terms provisions of Sections 2 and conditions hereof3 above, this Warrant the Participant may be exercised exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in a form prescribed by the Holder hereof then registered on Committee or satisfying such other procedures as shall be set forth by the books Committee from time to time, specifying the number of shares of Company Stock as to which the Option is to be exercised. At the time of the CompanyParticipant’s delivery of such notice or such other time as the Committee shall determine, pro rata the Participant shall pay the aggregate Exercise Price for that number of shares of Company Stock for which the Option is being exercised as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by follows: (i) in cash; (ii) with the approval of the Committee, by delivering shares of Company Stock, which shall be valued at their Fair Market Value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of shares of Company Stock having a Fair Market Value on the date of exercise equal to the aggregate Exercise Price; (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the manner provided Federal Reserve Board; (iv) by surrender of all or any part of the shares of Company Stock for which the Option is exercisable to the Company for an appreciation distribution payable in Section 13 hereofshares of Company Stock with a Fair Market Value at the time of the Option surrender equal to the dollar amount by which the then Fair Market Value of the shares of Company Stock subject to the surrendered portion exceeds the aggregate Exercise Price payable for those shares of Company Stock; or (v) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), shares of such Holder’s election Company Stock to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and Option. (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case Promptly after receipt of its loss, theft or destruction, a notice of exercise and (ii) full payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Exercise Price for the shares of Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares Stock being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 belowacquired, the Company shall on issue and deliver to the third Participant (3rdor other person validly exercising the Option) business day following a certificate or certificates representing the date shares of receipt by it of each Company Stock being purchased, or evidence of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant issuance of such shares in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificatebook-entry form, registered in the name of the Holder Participant (or its designeesuch other person), or, upon request, in the name of the Participant (or such other person) and in the name of another person in such form of joint ownership as requested by the Participant (or such other person) pursuant to applicable state law. (c) The obligation of the Company to deliver shares of Company Stock upon exercise of the Option shall be subject to all applicable laws, rules and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Participant (or other person exercising the Option after the Participant’s death) represent that the Participant is purchasing shares of Company Stock for the number Participant’s own account and not with a view to or for sale in connection with any distribution of the shares of Common Stock to which Company Stock, or such other representation as the Holder Committee deems appropriate. (d) All obligations of the Company under this Agreement shall be entitled pursuant subject to such request. Upon delivery the rights of the Exercise Delivery DocumentsCompany as set forth in the Plan to withhold amounts required to be withheld for any taxes, the Holder of this Warrant shall be deemed for all corporate purposes if applicable. The Participant may elect to have become the holder of record satisfy any tax withholding obligation of the Warrant Shares Employer with respect to which this Warrant has been exercised. In the case of a dispute as to the determination Option by, upon exercise of the Warrant Exercise Price or the arithmetic calculation Option, having shares of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price Stock withheld having a Fair Market Value up to an independent, reputable investment banking firm or (ii) amount that does not exceed the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and maximum statutory tax rates in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Sharesapplicable jurisdictions.

Exercise Procedures. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in The purchase rights represented by this Warrant shall be deemed exercised by delivery before the manner provided in Section 13 hereof, Expiration Date of all of the following: (ai) a written noticesigned copy of the Election to Participate and Exercise Warrant (as defined in that certain Offer to Amend and Exercise Warrants to Purchase Common Stock of Ogranovo Holdings, in the form attached as Exhibit A hereto Inc. dated November 16, 2012 (the “Exercise FormOffer to Amend and Exercise”), (ii) a signed copy of such Holder’s election an Accredited Investor Questionnaire (as defined in the Offer to exercise this WarrantAmend and Exercise), which notice shall specify (iii) the number original copy of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Affidavit of Lost Warrant in the case of its loss, theft or destructionform required by the Offer to Amend and Exercise) for cancellation, and (iiiv) payment by wire transfer of immediately available funds or by certified or official bank check payable to cash in the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, $0.80 per share multiplied by the number of Warrant Shares the Holder elects to purchase (at collectively, the applicable Warrant “Acceptance and Exercise PriceDocuments”). The cash may be tendered in the form of a check payable to Organovo Holdings, Inc. or by wire transfer to the Company’s account as set forth in the Election to Participate and Exercise Warrant. Each of the Acceptance and Exercise Documents must be properly delivered, before the Expiration Date to: Organovo Holdings, Inc., 0000 Xxxxx Xxxxx Drive, San Diego, CA 92121, Attn: Corporate Secretary. This Amendment shall be deemed ineffective and null and void if all of the Acceptance and Exercise Documents are not delivered in accordance herewith prior to the Expiration Date. (ii) as to which Upon the exercise of this Warrant is being exercised in compliance with the provisions of Section 1(b)(i), as promptly as reasonably practicable, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for that number of Warrant Shares issuable upon such exercise, but not later than five (plus any applicable issue or transfer taxes5) business days prior to the expiration of the Lock-Up Period (the “Aggregate Exercise Price”as defined in Section 20 hereof). In the event of any exercise of that the rights represented by under this Warrant are exercised in compliance with this Section 1.2 or in compliance with Section 1.3 belowpart and have not expired, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this execute and deliver a new Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder reflecting the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations remain subject to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest errorthis Warrant. (biii) If within five (5) business days after No fractional shares or scrip representing fractional shares shall be issued upon the Company's receipt exercise of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register rights under this Warrant. In lieu of such shares of Common Stock on the Company's fractional share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunderwould otherwise be entitled, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (shall make a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount payment equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver Exercise Price multiplied by such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Sharesfraction.

Exercise Procedures. (a) Subject The Grantee may exercise this option with respect to all or any part of the whole number of shares then subject to exercise. Such exercise shall be effected as follows: Grantee shall deliver to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books Corporation written notice of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior intent to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which exercise. Such notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) shares as to which this Warrant option is being to be exercised and the date of exercise thereof, which date shall be at least five (plus any applicable issue or transfer taxes5) (days after the “Aggregate Exercise Price”)delivery of such notice unless an earlier time shall have been mutually agreed upon. In Such notice may instruct the event Corporation to deliver shares of any Common Stock due upon the exercise of the rights represented option to any registered broker or dealer in lieu of delivery to the Grantee. Such instructions must designate the account into which the shares are to be deposited. The Grantee may tender this notice of exercise, which has been properly executed by this Warrant in compliance with this Section 1.2 the Grantee, and the aforementioned delivery instructions to any broker or in compliance with Section 1.3 below, dealer. Full payment by the Company Grantee of the option price for the shares purchased shall be made on the third (3rd) business day following or before the date of receipt by it of each issuance of the Exercise Formshares being purchased in cash, this Warrant (or, with the prior written consent of the Committee, in whole or an indemnification undertaking with respect to this Warrant in part through the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number surrender of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of (including without limitation shares of Common Stock to which the Holder shall be entitled acquired pursuant to such request. Upon delivery the option then being exercised) at their fair market value as determined pursuant to the terms of the Exercise Delivery DocumentsPlan. On the exercise date specified in the Grantee’s notice or as soon thereafter as is practicable, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as Corporation shall, without transfer or issue tax or other incidental expense to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant SharesGrantee, the Company shall promptly issue cause to be delivered to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder Grantee a certificate or certificates representing for such Warrant Sharesshares out of theretofore unissued shares or reacquired shares, as the Corporation may elect, upon payment for the shares. The Corporation shall, without transfer or issue tax or other incidental expense to the Grantee, cause to be delivered to the Grantee separate certificates for those shares which will be treated as being issued pursuant to the exercise of an incentive stock option and for those shares, if any, which under Section 2 of the Agreement will be treated as being issued pursuant to the exercise of an option which is not an incentive stock option. The Corporation shall identify in its stock transfer records which shares are being issued pursuant to the exercise of an incentive stock option and which shares are being issued pursuant to the exercise of an option which is not an incentive stock option.

Exercise Procedures. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in The purchase rights represented by this Warrant shall be deemed exercised by delivery before the manner provided in Section 13 hereof, Expiration Date of all of the following: (ai) a written noticesigned copy of the Election to Participate and Exercise Warrant (as defined in that certain Offer to Amend and Exercise Warrants to Purchase Common Stock of DxxXxx Pharmaceuticals, in the form attached as Exhibit A hereto Inc. dated June 9, 2014 (the ““ Offer to Amend and Exercise Form”), (ii) a signed copy of such Holder’s election an Accredited Investor Questionnaire (as defined in the Offer to exercise this WarrantAmend and Exercise), which notice shall specify (iii) the number original copy of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Affidavit of Lost Warrant in the case of its loss, theft or destructionform required by the Offer to Amend and Exercise) for cancellation, and (iiiv) payment by wire transfer of immediately available funds or by certified or official bank check payable to cash in the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, $0.65 per share multiplied by the number of Warrant Shares the Holder elects to purchase (collectively, the “ Acceptance and Exercise Documents ”). The cash may be tendered in the form of a check payable to Signature Bank, as Escrow Agent for DxxXxx Pharmaceuticals, Inc. or by wire transfer to the Company’s escrow account at Signature Bank as set forth in the applicable Election to Participate and Exercise Warrant. The signed copy of the Election to Participate and Exercise Warrant, the signed copy of the Accredited Investor Questionnaire, and the original copy of the Investor Warrant (or an Affidavit of Lost Warrant) for cancellation must be properly delivered, before the Expiration Date to: DxxXxx Pharmaceuticals, Inc., Suite 720 -- 900 Xxxx Xxxxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx XXXXXX X0X 0X0, Attn: Corporate Secretary. This Amendment shall be deemed ineffective and null and void if all of the Acceptance and Exercise PriceDocuments are not delivered in accordance herewith prior to the Expiration Date. (ii) as to which Upon the exercise of this Warrant is being exercised in compliance with the provisions of Section 1(b)(i), as promptly as reasonably practicable, the Company shall issue and deliver to the person or person entitled to receive the same a certificate or certificates for that number of Warrant Shares issuable upon such exercise, but not later than five (plus any applicable issue or transfer taxes5) business days prior to the expiration of the Lock-Up Period (the “Aggregate Exercise Price”as defined in Section 20 hereof). In the event of any exercise of that the rights represented by under this Warrant are exercised in compliance with this Section 1.2 or in compliance with Section 1.3 belowpart and have not expired, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this execute and deliver a new Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder reflecting the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations remain subject to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest errorthis Warrant. (biii) If within five (5) business days after No fractional shares or scrip representing fractional shares shall be issued upon the Company's receipt exercise of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register rights under this Warrant. In lieu of such shares of Common Stock on the Company's fractional share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunderwould otherwise be entitled, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (shall make a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount payment equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver Exercise Price multiplied by such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Sharesfraction.

Exercise Procedures. The Option shall be exercisable by written notice to the Corporation, which must be received by the Secretary of the Corporation not later than 5:00 P.M. local time at the principal executive office of the Corporation on the expiration date of the Option. Such written notice shall set forth (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such being purchased, (b) the total exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so being purchased, (c) the exact name as it should appear on the stock certificate(s) to be issued for the shares of Common Stock being purchased, and (d) the address to which the stock certificate(s) should be sent. The exercise price of shares of Common Stock purchased upon exercise of the Option shall be paid in full (a) in cash, (b) by delivery to the "Buy-In Price"Corporation of shares of Common Stock (which shares of Common Stock must have been held for at least six months), at which point the Company's obligation to deliver such certificate (c) in any combination of cash and to issue such Warrant Shares) shall terminateshares of Common Stock, or (iid) promptly honor its obligation to deliver by delivery of such other consideration as the Committee deems appropriate and in compliance with applicable law (including payment in accordance with a cashless exercise program approved by the Committee). In the event that any shares of Common Stock shall be transferred to the Holder Corporation to satisfy all or any part of the exercise price, the part of the exercise price deemed to have been satisfied by such transfer of shares of Common Stock shall be equal to the product derived by multiplying the Fair Market Value as of the date of exercise times the number of shares of Common Stock transferred to the Corporation. Any shares of Common Stock tendered in payment shall be duly endorsed in blank or accompanied by stock powers duly endorsed in blank. The Optionee may not transfer to the Corporation in satisfaction of the exercise price any fraction of a certificate share of Common Stock, and any portion of the exercise price that would represent less than a full share of Common Stock must be paid in cash by the Optionee. Subject to Section 8 hereof, certificates for the purchased shares of Common Stock will be issued and delivered to the Optionee as soon as practicable after the receipt of such payment of the exercise price; provided, however, that delivery of any such shares of Common Stock shall be deemed effected for all purposes when a stock transfer agent of the Corporation shall have deposited such certificates in the United States mail, addressed to Optionee, at the address set forth on the Face Sheet of this Agreement or certificates representing to such Warrant Sharesother address as Optionee may from time to time designate in a written notice to the Corporation. The Optionee shall not be deemed for any purpose to be a shareholder of the Corporation in respect of any shares of Common Stock as to which the Option shall not have been exercised, as herein provided, until such shares of Common Stock have been issued to Optionee by the Corporation hereunder.

Exercise Procedures. (ai) Subject to Exercise of the terms and conditions hereof, purchase rights represented by this Warrant may be exercised made, in whole or in part, at any time or times on or after the Effective Date and on or before the Expiration Date by delivery to the Company (or such other office or agency that the Company may designate by notice in writing to the registered Holder at the address of the Holder hereof then registered appearing on the books of the Company), pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereofapplicable, of a duly executed facsimile copy or PDF copy submitted by electronic delivery (aor e-mail attachment to xxxx@xxx-xxxxx.xxx and xxxxxxx@xxx-xxxxx.xxx or such other email address to which the Company’s email address for this purpose may be changed in accordance with Section 7.4 of the Purchase Agreement) a written notice, of the notice of exercise in the form attached as Exhibit A hereto (the “Exercise FormNotice of Exercise”). Within the earlier of (i) three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise of this Warrant as set forth herein, the Holder shall deliver the aggregate Exercise Price (“Aggregate Exercise Price”) for the shares of Common Stock specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 1(a)(ii) is specified in such Holder’s election Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to exercise the contrary, the Holder shall not be required to physically surrender this WarrantWarrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which notice case, the Holder shall specify surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of reducing the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the dates of such purchases. The Company shall deliver any objection to be purchasedany Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its lossagree that, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order reason of the Company provisions of an amount equal to this paragraph, following the Warrant Exercise Price(s) applicable to purchase of a portion of the Warrant Shares being purchasedhereunder, multiplied by the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (ii) If, at any time a registration statement covering the applicable resale of the Warrant Exercise Price) as to which this Shares by the Holder is not currently effective and available for the resale of all the Warrant is being exercised Shares, the Holder may, in its sole discretion, exercise all or any part of the Warrant in a “cashless” or “net-issue” exercise (plus any applicable issue or transfer taxes) (the a “Aggregate Exercise PriceCashless Exercise”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock pursuant to which the Holder shall be entitled to receive a number of Warrant Shares calculated using the Holder’s or its designee’s balance account with The Depository Trust Company; or · if following formula: with: X = the number of Warrant Shares to be issued to the Holder who submitted Y = the Exercise Form requested physical number of Warrant Shares with respect to which the Warrant is being exercised A = the last Weighted Average Price immediately preceding the time of delivery of any or all the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last Weighted Average Price” will be the last Weighted Average Price as calculated over an entire Trading Day such that, if this Warrant is exercised at a time that the primary Trading Market is open, then the prior Trading Day’s Weighted Average Price shall be used in this calculation) B = the then-current Exercise Price of the Warrant SharesFor purposes of Rule 144 promulgated under the Securities Act, orit is intended, if understood and acknowledged that the Common Stock is not DTC eligibleWarrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder in accordance with Section 3(a)(9) of the Securities Act, and the holding period for such Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. (iii) Upon the exercise of this Warrant in compliance with the provisions of this Section 1(a), the Company shall promptly issue and surrender cause to be delivered to the Holder a common carrier certificate for overnight the Warrant Shares purchased by the Holder by the date that is the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after the delivery to the address specified in the Exercise Form, a certificate, registered in the name Company of the Holder or its designee, for Notice of Exercise (the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request“Share Delivery Date”). Upon delivery of the Exercise Delivery DocumentsNotice of Exercise, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In , irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a dispute as to cashless exercise) is received within the determination earlier of the Warrant Exercise Price or the arithmetic calculation of (i) three Trading Days and (ii) the number of Warrant SharesTrading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise (the “Date of Exercise”). On or before the Share Delivery Date, the Company shall promptly issue and dispatch by overnight courier to the Holder address as specified in the number Notice of Warrant Shares that is not disputed and shall submit Exercise, a certificate, registered in the disputed determinations or arithmetic calculations to Company’s share register in the name of the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holderits designee, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of for the number of Warrant Shares to its independentwhich the Holder is entitled pursuant to such exercise; provided, outside accountant. The Company that, if, at the time of exercise, there shall cause either be (i) an effective registration statement under the Securities Act covering the resale of the Warrant Shares subject to such investment banking firm exercise or (ii) the accountantHolder shall have effected a cashless exercise pursuant to Section 1(a)(ii) on or after the six-month anniversary of the Effective Date and, as at the case may betime of such exercise, to perform the determinations or calculations and notify the Company and satisfies the Holder of current public information requirements contained in Rule 144(c) promulgated under the results no later than forty-eight (48) hours from Securities Act, then, on or prior to the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculationShare Delivery Date, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to (X) provided that the Holder and register company’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”), upon the request of the Holder, credit such aggregate number of shares of Common Stock on to which the Company's share register or credit Holder is entitled pursuant to such exercise to the Holder's ’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the Fast Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled upon pursuant to such exercise, without the Holder's exercise hereunder, imposition of any restrictive legend. The Company agrees to maintain a transfer agent that is a participant in the FAST Program so long as this Warrant remains outstanding and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from exercisable. If the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) fails for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation any reason to deliver to the Holder the Warrant Shares subject to a certificate or certificates representing Notice of Exercise by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Warrant SharesShares are delivered or Holder rescinds such exercise.

Exercise Procedures. (a) Subject Each Warrant shall be exercisable as provided in this Section 3 from time to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and Business Day prior to 11:59 P.M. Eastern Time the Close of Business on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and . (b) this When exercised in accordance with subparagraph (c) below, each Warrant (or an indemnification undertaking with respect shall entitle the Holder to this Warrant in the case of its loss, theft or destructionpurchase, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Formbe required to deliver, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate a number of shares of Common Stock to which the Holder shall be entitled equal to the Holder’s or its designee’s balance account Shares Amount in effect on the day such Warrant is exercised in accordance with The Depository Trust Company; or · if Section 3.1(c), at an exercise price (the Holder who submitted "Exercise Price") of, at the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt sole election of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the , either (x) a number of Warrant Shares within three (3Membership Unit(s) business day of such disputed determination or arithmetic calculation being submitted equal to the Holder, then quotient (rounded to the Company shall immediately submit via facsimile nearest one ten-thousandth (0.0001)) of (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or $10.00 divided by (ii) the disputed arithmetic calculation Deemed Value Per Membership Unit or (y) $10.00 in cash; provided, however, that the Company may, at its sole election, pay to the Holder of each Warrant so exercised in respect of any one or more of such Warrants cash in an amount equal to the Cash Amount in lieu of delivering the shares of Common Stock. When multiple Warrants are exercised, the Exercise Price may consist of cash, Membership Units or any combination thereof. For the avoidance of doubt, the Holder may procure Membership Units for the payment of the number Exercise Price from its Affiliates or other third-parties. Notwithstanding the foregoing, the Holder may not elect to deliver Membership Units as the Exercise Price upon the exercise of any Warrant Shares before August 28, 1999. (c) In order to its independentexercise a Warrant, outside accountant. The Company shall cause the Holder must surrender the Warrant Certificate evidencing such investment banking firm Warrant to the Warrant Agent, with the form of election on the reverse of or attached to the accountantWarrant Certificate duly executed, together with any required payment or delivery, as the case may be, of the Exercise Price, to perform the determinations Warrant Agent at the principal office of the Warrant Agent in New York, New York. In the event Holder elects to tender Membership Units as provided in subparagraph (b) above, all such Membership Units (and the corresponding Interest (as defined in Wellsford/Whitehall Group LLC Agreement)) shall be assigned by the Warrant Agent to the Company. In the event a Holder elects to pay the cash Exercise Price as provided in subparagraph (b) above, such Holder shall transfer to the Warrant Agent, together with the surrendered Warrant Certificate, the required payment in full of the Exercise Price for each Warrant which is exercised. Any such payment of the Exercise Price shall be by certified or calculations official bank check or wire transfer of same day funds, and such funds shall be deposited by the Warrant Agent for the account of the Company, unless otherwise instructed in writing by the Company. (d) Upon surrender of a Warrant Certificate in conformity with the foregoing, the Warrant Agent shall thereupon promptly notify the Company. In the event the Company and elects to deliver the Shares Amount as provided in subparagraph (b) above, the Company shall transfer to the Holder of the results no later than forty-eight (48) hours from exercised Warrant share certificates representing the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) shall be deemed to own and have all the number of rights associated with any shares of Common Stock issuable to which it is entitled pursuant to this Agreement upon such exercise that the Holder anticipated receiving from surrender of any Warrant Certificate in accordance with this Section 3.1. If the Company elects to deliver the Cash Amount as provided in subparagraph (a "Buy-In")b) above, then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder of the exercised Warrant payment of the Cash Amount in same day funds to the account specified on the form of election on the reverse of or attached to the Warrant Certificate. The Holder acknowledges that the Company does not currently intend to issue Common Stock equal to 20% or more of its currently outstanding Common Stock upon the exercise of any Warrants and, in the event of such an exercise that could result in Common Stock being issued in excess of such limit, the Company will instead deliver the Cash Amount. (e) If fewer than all the Warrants represented by a certificate or certificates representing Warrant Certificate are exercised, such Warrant SharesCertificate shall be surrendered by the Warrant Agent to the Company with instructions for the issuance of a new Warrant Certificate and the Company shall promptly execute such new Warrant Certificate for the Warrants that were not exercised and deliver the same to the Warrant Agent. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it and deliver it to the registered Holder thereof.

Exercise Procedures. (a) Subject Each Warrant shall be exercisable as provided in this Section 3 from time to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and Business Day prior to 11:59 P.M. Eastern Time the Close of Business on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and . (b) this When exercised in accordance with subparagraph (c) below, each Warrant (or an indemnification undertaking with respect shall entitle the Holder to this Warrant in the case of its loss, theft or destructionpurchase, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Formbe required to deliver, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate a number of shares of Common Stock equal to which the Shares Amount in effect on the day such Warrant is exercised in accordance with Section 3.1(c), at an exercise price (the "Exercise Price") of, at the sole election of the Holder, either (x) one Membership Unit or (y) $10.00 in cash; provided, however, that the Company may, at its sole election, pay to the Holder shall be entitled of each Warrant so exercised in respect of any one or more of such Warrants cash in an amount equal to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if Cash Amount in lieu of delivering the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such requestStock. Upon delivery of When multiple Warrants are exercised, the Exercise Delivery DocumentsPrice may consist of cash, Membership Units or any combination thereof. Notwithstanding the foregoing, the Holder may not elect to deliver Membership Units as the Exercise Price upon the exercise of this any Warrant shall be deemed for all corporate purposes before August 28, 1999. (c) In order to have become exercise a Warrant, the holder of record of Holder must surrender the Warrant Shares with respect to which this Certificate evidencing such Warrant has been exercised. In the case of a dispute as to the determination Warrant Agent, with the form of election on the reverse of or attached to the Warrant Exercise Price Certificate duly executed, together with any required payment or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountantdelivery, as the case may be, of the Exercise Price, to perform the determinations Warrant Agent at the principal office of the Warrant Agent in New York, New York. In the event Holder elects to tender Membership Units as provided in subparagraph (b) above, all such Membership Units (and the corresponding Interest (as defined in Wellsford/Whitehall LLC Agreement)) shall be assigned by the Warrant Agent to the Company. In the event a Holder elects to pay the cash Exercise Price as provided in subparagraph (b) above, such Holder shall transfer to the Warrant Agent, together with the surrendered Warrant Certificate, the required payment in full of the Exercise Price for each Warrant which is exercised. Any such payment of the Exercise Price shall be by certified or calculations official bank check or wire transfer of same day funds, and such funds shall be deposited by the Warrant Agent for the account of the Company, unless otherwise instructed in writing by the Company. (d) Upon surrender of a Warrant Certificate in conformity with the foregoing, the Warrant Agent shall thereupon promptly notify the Company. In the event the Company and elects to deliver the Shares Amount as provided in subparagraph (b) above, the Company shall transfer to the Holder of the results no later than forty-eight (48) hours from exercised Warrant share certificates representing the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) shall be deemed to own and have all the number of rights associated with any shares of Common Stock issuable to which it is entitled pursuant to this Agreement upon such exercise that the Holder anticipated receiving from surrender of any Warrant Certificate in accordance with this Section 3.1. If the Company elects to deliver the Cash Amount as provided in subparagraph (a "Buy-In")b) above, then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder of the exercised Warrant payment of the Cash Amount in same day funds to the account specified on the form of election on the reverse of or attached to the Warrant Certificate. The Holder acknowledges that the Company does not currently intend to issue Common Stock equal to 20% or more of its currently outstanding Common Stock upon the exercise of any Warrants and, in the event of such an exercise that could result in Common Stock being issued in excess of such limit, the Company will instead deliver the Cash Amount. (e) If fewer than all the Warrants represented by a certificate or certificates representing Warrant Certificate are exercised, such Warrant SharesCertificate shall be surrendered by the Warrant Agent to the Company with instructions for the issuance of a new Warrant Certificate and the Company shall promptly execute such new Warrant Certificate for the Warrants that were not exercised and deliver the same to the Warrant Agent. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it and deliver it to the registered Holder thereof.

Exercise Procedures. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) deliveryThis Warrant shall be deemed to have been exercised (in whole or in part) when the Company has received all of the following items (as the case may be from time to time, in the manner provided in Section 13 hereof, of “Exercise Time”): (a) a written noticecompleted Exercise Agreement, in executed by the form attached as Exhibit A hereto Person exercising all or part of the purchase rights represented by this Warrant (the “Exercise FormPurchaser”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and ; (b) this Warrant Warrant; (or an indemnification undertaking with respect to c) if this Warrant is not registered in the name of the Purchaser, an assignment or assignments in the form of Exhibit A attached hereto (each, an “Assignment”) evidencing the assignment of this Warrant to such Purchaser, in which case of its loss, theft or destruction, and the Registered Holder shall have complied with the provisions set forth in Section 8; and (iid) payment by either (x) wire transfer of immediately available funds or by certified or official bank a check payable to the order of the Company of in an amount equal to the Warrant product of the Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by Price and the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is shares of Common Stock being exercised (plus any applicable issue or transfer taxes) purchased upon such exercise (the “Aggregate Exercise Price”) or (y) the surrender to the Company of debt or equity securities of the Company having a Market Price equal to the Aggregate Exercise Price (provided that, for purposes of this Section 1B.(i)(d). In , the event Market Price of any note or other debt security or any preferred stock shall be deemed to be equal to the aggregate outstanding principal amount or liquidation value thereof plus all accrued and unpaid interest thereon or accrued or declared and unpaid dividends thereon). (ii) As an alternative to the exercise of this Warrant as provided in Section 1B.(i), the holder of this Warrant may exchange all or part of the purchase rights represented by this Warrant in compliance by surrendering this Warrant to the Company, together with this Section 1.2 or in compliance with Section 1.3 below, a written notice to the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, that such holder is exchanging this Warrant (or a portion thereof) for an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Formnotice, from which the Company shall withhold and not issue to such holder a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock with an aggregate Market Price equal to which the Holder shall be entitled pursuant to such request. Upon delivery Aggregate Exercise Price of the shares of Common Stock specified in such notice (and such withheld shares shall no longer be issuable under this Warrant). (iii) The Company shall deliver to the Purchaser, no later than five (5) Business Days after any Exercise Delivery DocumentsTime, shares of Common Stock issued upon the Holder applicable exercise of this Warrant (“Warrant Exercise Shares”). Unless the Exercise Period has expired or all of the purchase rights represented hereby have been exercised, the Company shall, in the case of each Exercise Time, prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such five (5) Business Day period, deliver such new Warrant to the Person designated for such delivery in the Exercise Agreement. (iv) Notwithstanding the five (5) Business Day period described in Section 1B.(iii), the Warrant Exercise Shares shall be deemed to have been issued to the Purchaser at the Exercise Time, and the Purchaser shall be deemed for all corporate purposes to have become the record holder of record such Warrant Exercise Shares at the Exercise Time. (v) The issuance from time to time of Warrant Exercise Shares or any new Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax in respect thereof or other cost incurred by the Company in connection therewith. Each Warrant Exercise Share shall upon payment of the Warrant Shares with respect to which Exercise Price therefor, be fully paid and nonassessable and free and clear of all liens. (vi) The Company shall not close its books against the transfer of this Warrant has been exercised. In the case of a dispute as to the determination of the or any Warrant Exercise Price or Shares in any manner which interferes with the arithmetic calculation timely exercise of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountantthis Warrant. The Company shall cause from time to time take all such investment banking firm or action as may be necessary to assure that the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder par value per share of the results no later unissued Common Stock acquirable upon exercise of this Warrant is at all times equal to or less than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest errorExercise Price then in effect. (bvii) If within five The Company shall provide reasonable assistance and cooperation to any Registered Holder or Purchaser in connection with any filings required to be made with, or approvals required to be obtained of, any Governmental Authority by such Registered Holder or Purchaser prior to or in connection with any exercise of this Warrant (5) business days after including by making any filings required to be made by the Company's receipt ). (viii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Exercise Delivery Documents Company or any direct or indirect parent of the Company, the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of such registered public offering or sale, in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (ix) The Company shall fail to issue at all times reserve and deliver a certificate to the Holder and register such keep available out of its authorized but unissued shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC solely for the number purpose of shares of Common Stock to which the Holder is entitled issuance upon the Holder's exercise hereunderof the Warrants, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon the exercise of all outstanding Warrants. The Company shall take all such exercise actions as may be necessary to assure that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the all such shares of Common Stock may be so purchased (the "Buy-In Price"), at which point issued without violating the Company's obligation ’s governing documents, any applicable Law or any requirements of any U.S. securities exchange upon which shares of Common Stock may be listed. The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to deliver be less than the number of such certificate shares required to be reserved hereunder for issuance upon exercise of the Warrants. (and x) Upon any exercise of this Warrant, the Company may require customary investment representations from the Purchaser to issue such Warrant Shares) the extent necessary to assure that the issuance of the Common Stock hereunder shall terminatenot require registration or qualification under the Act, or the rules and regulations promulgated thereunder, or any other applicable securities Laws (ii) promptly honor its obligation to deliver including as to the Holder a certificate or certificates representing such Warrant SharesPurchaser’s investment intent and as to its status as an “accredited investor” (as defined in Regulation D promulgated under the Act)).

Exercise Procedures. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in The purchase rights represented by this Warrant shall be deemed exercised by delivery before the manner provided in Section 13 hereof, Expiration Date of all of the following: (ai) a written noticesigned copy of the Election to Participate and Exercise Warrant (as defined in that certain Offer to Amend and Exercise Warrants to Purchase Common Stock of Ogranovo Holdings, in the form attached as Exhibit A hereto Inc. dated November 16, 2012 (the “Exercise FormOffer to Amend and Exercise”), (ii) a signed copy of such Holder’s election an Accredited Investor Questionnaire (as defined in the Offer to exercise this WarrantAmend and Exercise), which notice shall specify (iii) the number original copy of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Affidavit of Lost Warrant in the case of its loss, theft or destructionform required by the Offer to Amend and Exercise) for cancellation, and (iiiv) payment by wire transfer of immediately available funds or by certified or official bank check payable to cash in the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, $0.80 per share multiplied by the number of Warrant Shares the Holder elects to purchase (at collectively, the applicable Warrant “Acceptance and Exercise PriceDocuments”). The cash may be tendered in the form of a check payable to Organovo Holdings, Inc. or by wire transfer to the Company’s account as set forth in the Election to Participate and Exercise Warrant. Each of the Acceptance and Exercise Documents must be properly delivered, before the Expiration Date to: Organovo Holdings, Inc., 0000 Xxxxx Xxxxx Drive, San Diego, CA 92121, Attn: Corporate Secretary. This Amendment shall be deemed ineffective and null and void if all of the Acceptance and Exercise Documents are not delivered in accordance herewith prior to the Expiration Date. (ii) as to which Upon the exercise of this Warrant is being exercised in compliance with the provisions of Section 1(b)(i), as promptly as reasonably practicable, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for that number of Warrant Shares issuable upon such exercise, but not later than prior to the expiration of the Lock-Up Period (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”as defined in Section 19 hereof). In the event of any exercise of that the rights represented by under this Warrant are exercised in compliance with this Section 1.2 or in compliance with Section 1.3 belowpart and have not expired, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this execute and deliver a new Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder reflecting the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations remain subject to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest errorthis Warrant. (biii) If within five (5) business days after No fractional shares or scrip representing fractional shares shall be issued upon the Company's receipt exercise of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register rights under this Warrant. In lieu of such shares of Common Stock on the Company's fractional share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunderwould otherwise be entitled, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (shall make a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount payment equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver Exercise Price multiplied by such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Sharesfraction.

Exercise Procedures. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”)) . In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.

Exercise Procedures. Section 3(a) of the Warrant is hereby amended and restated in its entirety as follows: (a) Subject to (i) On July 3, 2017, the terms Company entered into an Agreement and conditions hereof, this Warrant may be exercised Plan of Merger (the “Merger Agreement”) by the Holder hereof then registered on the books of and among the Company, pro rata the Company’s wholly owned subsidiary, Monster Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Innovate Biopharmaceuticals, Inc., a Delaware corporation (“Innovate”). Under the terms of the Merger Agreement, pending Company stockholder approval of the transaction, Merger Sub will merge into Innovate with Innovate surviving the merger and becoming a wholly-owned subsidiary of Monster (the “Merger”).On August 25, 2017, the Company filed a proxy statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the “Proxy Statement”) with respect to a special meeting of stockholders to take place on October 31, 2017 (the “Special Meeting”) to approve the Merger as hereinafter providedwell as other matters, including Proposal No. 6 therein whereby Company stockholders will vote at any time on any business day on or after the opening Special Meeting to those matters set forth in that Offer to Amend and Exercise Warrants to Purchase Common Stock dated September 20, 2017 (the “Offer to Amend and Exercise”)) The exercise of business on such business day, commencing this Warrant is expressly contingent on the Vesting Dateapproval of Proposal No. 6 by Company stockholders at the Special Meeting. (ii) In order to exercise the purchase rights represented by this Warrant, and prior to 11:59 P.M. Eastern Time there must be delivery by the Holders before 5:00 P.M., Pacific Time, on the Expiration Date, by (i) delivery, in of all of the manner provided in Section 13 hereof, of following: (a) a written noticesigned copy of the Election to Consent, Participate and Exercise Warrant (as defined in the form attached as Exhibit A hereto (the “Exercise Form”Offer to Amend and Exercise), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) a signed copy of an Accredited Investor Questionnaire, (c) the original copy of this Warrant (or an indemnification undertaking with respect to this Warrant Affidavit of Loss and Indemnification Agreement in the case of its loss, theft or destructionform required by the Offer to Amend and Exercise) for cancellation, and (iid) payment by wire transfer of immediately available funds or by certified or official bank check payable to cash in the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, $0.45 per share multiplied by the number of Warrant Shares the Holder elects to purchase (collectively, the “Acceptance and Exercise Documents“). The cash may be tendered in the form of a check payable to “Corporate Stock Transfer as Warrant Agent for Monster Digital, Inc.”, or by wire transfer to the Company’s escrow account at Corporate Stock Transfer, Inc. which is acting as the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) Escrow Agent for the Company (the “Aggregate Exercise PriceEscrow Agent”), as set forth in the Election to Consent, Participate and Exercise Warrant. In Each of the event Acceptance and Exercise Documents must be properly delivered, before the Expiration Date to: Monster Digital, Inc., 2000 Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxx, XX, 00000, Attention: Chief Financial Officer (or in the case of any the cash exercise price, pursuant to the wire or check delivery instructions set forth in the Election to Consent, Participate and Exercise Warrant). This Amendment shall be deemed ineffective and null and void if all of the Acceptance and Exercise Documents are not delivered in accordance herewith prior to 5:00 P.M., Pacific Time, on the Expiration Date or if Proposal No. 6 is not approved by Company stockholders at the Special Meeting. (iii) Upon the exercise of the rights represented by this Warrant in compliance with this the provisions of Section 1.2 or in compliance with Section 1.3 below, 3(a) hereof (including approval of Proposal No. 6 by the Company shall on Company’s stockholders at the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant SharesSpecial Meeting), the Company shall promptly issue and deliver to the Holder person or persons entitled to receive the same a certificate or certificates for that number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree issuable upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountantexercise. The Company shall cause such investment banking firm or pay any and all taxes that may be payable with respect to the accountantissuance and delivery of Warrant Shares upon exercise of this Warrant; provided, as the case may behowever, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents that the Company shall fail not be required to issue and deliver a certificate to pay any tax which may be payable based on the income of the Holder and register such shares or in respect of Common Stock on any transfer involved in the Company's share register registration of any certificates for Warrant Shares or credit the Holder's balance account with DTC for the number Warrants in a name other than that of shares of Common Stock to which the Holder is entitled or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shareshereof.”

Exercise Procedures. Section 3(a) of the Warrant is hereby amended and restated in its entirety as follows: (a) Subject to On July 3, 2017, the terms Company entered into an Agreement and conditions hereof, this Warrant may be exercised Plan of Merger (the “Merger Agreement”) by the Holder hereof then registered on the books of and among the Company, pro rata the Company’s wholly owned subsidiary, Monster Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Innovate Biopharmaceuticals, Inc., a Delaware corporation (“Innovate”). Under the terms of the Merger Agreement, pending Company stockholder approval of the transaction, Merger Sub will merge into Innovate with Innovate surviving the merger and becoming a wholly-owned subsidiary of Monster (the “Merger”).On August 25, 2017, the Company filed a proxy statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the “Proxy Statement”) with respect to a special meeting of stockholders to take place on November 9, 2017 (the “Special Meeting”) to approve the Merger as hereinafter providedwell as other matters, including Proposal No. 6 therein whereby Company stockholders will vote at any time on any business day on or after the opening Special Meeting to those matters set forth in the Offer to Amend and Exercise. The exercise of business on such business day, commencing this Warrant is expressly contingent on the Vesting Dateapproval of Proposal No. 6 by Company stockholders at the Special Meeting. (b) In order to exercise the purchase rights represented by this Warrant, and prior to 11:59 P.M. Eastern Time there must be delivery by the Holders before 5:00 P.M., Pacific Time, on the Expiration Date, by (i) delivery, in of all of the manner provided in Section 13 hereof, of following: (a) a written noticesigned copy of the Election to Consent, Participate and Exercise Warrant (as defined in the form attached as Exhibit A hereto (the “Exercise Form”Offer to Amend and Exercise), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) a signed copy of an Accredited Investor Questionnaire, (c) the original copy of this Warrant (or an indemnification undertaking with respect to this Warrant Affidavit of Loss and Indemnification Agreement in the case of its loss, theft or destructionform required by the Offer to Amend and Exercise) for cancellation, and (iid) payment by wire transfer of immediately available funds or by certified or official bank check payable to cash in the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, $0.45 per share multiplied by the number of Warrant Shares the Holder elects to purchase (collectively, the “Acceptance and Exercise Documents“). The cash may be tendered in the form of a check payable to “Corporate Stock Transfer as Warrant Agent for Monster Digital, Inc.”, or by wire transfer to the Company’s escrow account at Corporate Stock Transfer, Inc. which is acting as the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) Escrow Agent for the Company (the “Aggregate Exercise PriceEscrow Agent”), as set forth in the Election to Consent, Participate and Exercise Warrant. In Each of the event Acceptance and Exercise Documents must be properly delivered, before the Expiration Date to: Monster Digital, Inc., 2000 Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxx, XX, 00000, Attention: Chief Financial Officer (or in the case of any the cash exercise price, pursuant to the wire or check delivery instructions set forth in the Election to Consent, Participate and Exercise Warrant). This Amendment shall be deemed ineffective and null and void if all of the Acceptance and Exercise Documents are not delivered in accordance herewith prior to 5:00 P.M., Pacific Time, on the Expiration Date or if Proposal No. 6 is not approved by Company stockholders at the Special Meeting. Upon the exercise of the rights represented by this Warrant in compliance with this the provisions of Section 1.2 or in compliance with Section 1.3 below, 3(a) hereof (including approval of Proposal No. 6 by the Company shall on Company’s stockholders at the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant SharesSpecial Meeting), the Company shall promptly issue and deliver to the Holder person or persons entitled to receive the same a certificate or certificates for that number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree issuable upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountantexercise. The Company shall cause such investment banking firm or pay any and all taxes that may be payable with respect to the accountantissuance and delivery of Warrant Shares upon exercise of this Warrant; provided, as the case may behowever, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents that the Company shall fail not be required to issue and deliver a certificate to pay any tax which may be payable based on the income of the Holder and register such shares or in respect of Common Stock on any transfer involved in the Company's share register registration of any certificates for Warrant Shares or credit the Holder's balance account with DTC for the number Warrants in a name other than that of shares of Common Stock to which the Holder is entitled or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shareshereof.”

Exercise Procedures. (ai) Subject to the terms and conditions hereof, While this Warrant may be exercised by remains outstanding and exercisable in accordance with Section 1(a) , the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, may exercise this Warrant in whole or in part at any time on any business day on or after and from time to time by: (A) delivery to the opening Company of business on such business day, commencing on a duly executed copy of the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, Notice of (a) a written notice, in the form Exercise attached as Exhibit A hereto A; (the “Exercise Form”), B) surrender of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order Secretary of the Company of an amount equal at its principal offices or at such other office or agency as the Company may specify in writing to the Warrant Holder; and (C) payment of the then-applicable Exercise Price(s) applicable to the Warrant Shares being purchased, Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the Warrant (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (such amount, the “Aggregate Exercise Price”). In ) made in the event form of any cash, or by certified check, bank draft or money order payable in lawful money of the United States of America. (ii) Upon the exercise of the rights represented by this Warrant in compliance with the provisions of Section 1(a) and this Section 1.2 or in compliance with Section 1.3 below1(b), the Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall be effective immediately prior to the close of business on the third date (3rdthe “Date of Exercise”) business day that the conditions set forth in this Section 1(b) have been satisfied, as the case may be. On the first Business Day following the date of receipt by it of on which the Company has received each of the Notice of Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”), the Company shall transmit an acknowledgment of receipt of the Exercise Delivery Documents to the Company’s transfer agent (the “Transfer Agent”). On or before the second Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall (X) either: · if provided that the Common Stock Transfer Agent is DTC eligibleparticipating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder shall be is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company; DTC through its Deposit Withdrawal Agent Commission system, or · (Y) if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock Transfer Agent is not participating in the DTC eligibleFast Automated Securities Transfer Program, issue and surrender to a common carrier for dispatch by overnight delivery courier to the address as specified in the Exercise FormNotice of Exercise, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be is entitled pursuant to such requestexercise. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination , irrespective of the Warrant Exercise Price or the arithmetic calculation date of delivery of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing evidencing such Warrant Shares.

Exercise Procedures. Section 3(a) of the Warrant is hereby amended and restated in its entirety as follows: (a) Subject to (i) On July 3, 2017, the terms Company entered into an Agreement and conditions hereof, this Warrant may be exercised Plan of Merger (the “Merger Agreement”) by the Holder hereof then registered on the books of and among the Company, pro rata the Company’s wholly owned subsidiary, Monster Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Innovate Biopharmaceuticals, Inc., a Delaware corporation (“Innovate”). Under the terms of the Merger Agreement, pending Company stockholder approval of the transaction, Merger Sub will merge into Innovate with Innovate surviving the merger and becoming a wholly-owned subsidiary of Monster (the “Merger”).On August 25, 2017, the Company filed a proxy statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the “Proxy Statement”) with respect to a special meeting of stockholders to take place on November 9, 2017 (the “Special Meeting”) to approve the Merger as hereinafter providedwell as other matters, including Proposal No. 6 therein whereby Company stockholders will vote at any time on any business day on or after the opening Special Meeting to those matters set forth in that Offer to Amend and Exercise Warrants to Purchase Common Stock dated September 20, 2017 (the “Offer to Amend and Exercise”)) The exercise of business on such business day, commencing this Warrant is expressly contingent on the Vesting Dateapproval of Proposal No. 6 by Company stockholders at the Special Meeting. (ii) In order to exercise the purchase rights represented by this Warrant, and prior to 11:59 P.M. Eastern Time there must be delivery by the Holders before 5:00 P.M., Pacific Time, on the Expiration Date, by (i) delivery, in of all of the manner provided in Section 13 hereof, of following: (a) a written noticesigned copy of the Election to Consent, Participate and Exercise Warrant (as defined in the form attached as Exhibit A hereto (the “Exercise Form”Offer to Amend and Exercise), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) a signed copy of an Accredited Investor Questionnaire, (c) the original copy of this Warrant (or an indemnification undertaking with respect to this Warrant Affidavit of Loss and Indemnification Agreement in the case of its loss, theft or destructionform required by the Offer to Amend and Exercise) for cancellation, and (iid) payment by wire transfer of immediately available funds or by certified or official bank check payable to cash in the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, $0.45 per share multiplied by the number of Warrant Shares the Holder elects to purchase (collectively, the “Acceptance and Exercise Documents“). The cash may be tendered in the form of a check payable to “Corporate Stock Transfer as Warrant Agent for Monster Digital, Inc.”, or by wire transfer to the Company’s escrow account at Corporate Stock Transfer, Inc. which is acting as the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) Escrow Agent for the Company (the “Aggregate Exercise PriceEscrow Agent”), as set forth in the Election to Consent, Participate and Exercise Warrant. In Each of the event Acceptance and Exercise Documents must be properly delivered, before the Expiration Date to: Monster Digital, Inc., 2000 Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxx, XX, 00000, Attention: Chief Financial Officer (or in the case of any the cash exercise price, pursuant to the wire or check delivery instructions set forth in the Election to Consent, Participate and Exercise Warrant). This Amendment shall be deemed ineffective and null and void if all of the Acceptance and Exercise Documents are not delivered in accordance herewith prior to 5:00 P.M., Pacific Time, on the Expiration Date or if Proposal No. 6 is not approved by Company stockholders at the Special Meeting. (iii) Upon the exercise of the rights represented by this Warrant in compliance with this the provisions of Section 1.2 or in compliance with Section 1.3 below, 3(a) hereof (including approval of Proposal No. 6 by the Company shall on Company’s stockholders at the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant SharesSpecial Meeting), the Company shall promptly issue and deliver to the Holder person or persons entitled to receive the same a certificate or certificates for that number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree issuable upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountantexercise. The Company shall cause such investment banking firm or pay any and all taxes that may be payable with respect to the accountantissuance and delivery of Warrant Shares upon exercise of this Warrant; provided, as the case may behowever, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents that the Company shall fail not be required to issue and deliver a certificate to pay any tax which may be payable based on the income of the Holder and register such shares or in respect of Common Stock on any transfer involved in the Company's share register registration of any certificates for Warrant Shares or credit the Holder's balance account with DTC for the number Warrants in a name other than that of shares of Common Stock to which the Holder is entitled or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shareshereof.”

Exercise Procedures. (a) Subject In order to the terms and conditions hereofexercise this Warrant, this Warrant may be exercised by the Holder hereof then registered on the books shall send a written notice of the Company, pro rata as hereinafter provided, at any time exercise to EXTEL on any business day on or after at EXTEL's principal office, addressed to the opening attention of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, Secretary of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this WarrantEXTEL, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to shares for which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented exercised, and shall be accompanied by this Warrant payment in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each full of the Exercise Form, Price of the shares for which this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such requestbeing exercised. Upon delivery Payment of the Exercise Delivery Documents, Price for the Holder shares of EXTEL Common Stock purchased pursuant to the exercise of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price made either in cash, by certified check or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Formby wire transfer. If the Holder and the Company are unable to agree upon the determination of the person or entity exercising this Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to is not the Holder, then such person or entity shall also deliver, with the Company shall immediately submit via facsimile (i) the disputed determination notice of exercise, appropriate proof of the right of such person or entity to exercise this Warrant. An attempt to exercise this Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, granted hereunder other than as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, set forth above shall be deemed conclusive absent manifest error. (b) If within five (5) business days invalid and of no force and effect. Promptly after exercise of this Warrant as provided for above, EXTEL shall deliver to the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver person exercising this Warrant a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) certificates for the shares of EXTEL Common Stock so purchased (being purchased. In the "Buy-In Price")event this Warrant is exercised in part only, at which point the Company's obligation to deliver such certificate (EXTEL shall, upon surrender of this Warrant for cancellation, execute and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a new Warrant of like tenor evidencing the right of the Holder to purchase the balance of the shares of EXTEL Common Stock subject to purchase hereunder. Such stock certificate or certificates representing such shall be appropriately legended to the extent required by federal or state securities laws. All shares of EXTEL Common Stock issued upon exercise of this Warrant Sharesshall be duly authorized and validly issued, fully paid and nonassessable.

Exercise Procedures. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 9 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”)) . In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · • if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · • if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's ’s receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's ’s share register or credit the Holder's ’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's ’s exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "“Buy-In"”), then the Company shall, within five (5) business days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.

Exercise Procedures. (ai) Subject to the terms and conditions hereof, While this Warrant may be exercised by remains outstanding and exercisable in accordance with Section 1(a), the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, may exercise this Warrant in whole or in part at any time on any business day on or after and from time to time by: (A) delivery to the opening Company of business on such business day, commencing on a duly executed copy of the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, Notice of (a) a written notice, in the Exercise form attached hereto as Exhibit A hereto Attachment A; (the “Exercise Form”), B) surrender of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order Secretary of the Company of an amount equal at its principal offices or at such other office or agency as the Company may specify in writing to the Warrant Holder in accordance with Section 11 below; and (C) payment of the then-applicable Exercise Price(s) applicable to the Warrant Shares being purchased, Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the Warrant (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (such amount, the “Aggregate Exercise Price”). In ) made in the event form of any cash, or by certified check, bank draft or money order payable in lawful money of the United States of America. (ii) Upon the exercise of the rights represented by this Warrant in compliance with the provisions of this Section 1.2 or in compliance with Section 1.3 below1(b), the Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall be effective immediately prior to the close of business on the third date (3rdthe “Date of Exercise”) business day that the conditions set forth in Section 1(b) have been satisfied, as the case may be. On or before the first Business Day following the date of receipt by it of on which the Company has received each of the Notice of Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”), the Company shall transmit an acknowledgment of receipt of the Exercise Delivery Documents to the Company’s transfer agent (the “Transfer Agent”). On or before the third Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall (X) either: · if provided that the Common Stock Transfer Agent is DTC eligibleparticipating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder shall be is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company; DTC through its Deposit Withdrawal Agent Commission system, or · (Y) if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock Transfer Agent is not participating in the DTC eligibleFast Automated Securities Transfer Program, issue and surrender to a common carrier for dispatch by overnight delivery courier to the address as specified in the Exercise FormNotice of Exercise, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be is entitled pursuant to such requestexercise. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination , irrespective of the Warrant Exercise Price or the arithmetic calculation date of delivery of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing evidencing such Warrant Shares.

Exercise Procedures. (a) Subject to the terms limitations set forth below ------------------- in this Section 1 and conditions in Section 6 hereof, this Warrant may be exercised by in whole or in part, during the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, period expiring at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern 3:00 p.m. Central Daylight Time on the Expiration DateDate or, if such day is a day on which banking institutions in Denver, Colorado are authorized by law to close, then on the next succeeding day that shall not be such a day, by (i) delivery, in the manner provided in Section 13 hereof, presentation and surrender of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (to the Company at its principal office, or an indemnification undertaking with respect to this Warrant in at the case office of its lossstock transfer agent, theft or destructionif any, with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (ii) payment by wire transfer of immediately available funds either in cash or by certified or official bank check check, payable to the order of the Company Company) of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by Price for the number of Warrant Shares (at shares specified in such form and instruments of transfer, if appropriate, duly executed by the applicable Warrant Exercise Price) Holder or his or her duly authorized attorney. As soon as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any practicable after each such exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, Warrants the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect issue and deliver to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s a certificate or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of certificates for the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificateStock, registered in the name of the Holder or its designee. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the number rights of the Holder thereof to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of Common Stock to which this Warrant, together with the Exercise Price, at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise, the Holder shall be entitled pursuant deemed to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number shares of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise exercise, notwithstanding that the Holder anticipated receiving from stock transfer books of the Company (a "Buy-In"), shall then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal be closed or that certificates representing such shares of Warrant Stock shall not then be actually delivered to the Holder's total purchase price (including brokerage commissions. The Holder shall pay any and all documentary, if any) for stamp or similar issue or transfer taxes and fees payable in respect of the issue or delivery of shares of Common Warrant Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shareson exercise of this Warrant.

Exercise Procedures. (a) Subject The parties hereto agree that, within the term of this Agreement, to the terms extent permitted under PRC laws and conditions hereofsubject to which the Transferee satisfies relevant requisite qualification required by PRC laws, this Warrant the Transferee may be exercised provide to all or part of the Transferors an Equity Acquisition Notice (the content and form of which are attached hereto as Annex I) at any time. Upon receiving such Equity Acquisition Notice, the relevant Transferor shall immediately commence approval procedures concerning equity transfer with relevant regulatory authorities as well as corresponding change registration with the industry and commerce administration authority. During such procedures, each Transferor, Transferee and/or Designee and the Confirming Party shall cooperate with each other actively, execute required documents at appropriate time or provide required materials and information (including without limitation executing an equity transfer contract, adopting a resolution and new articles of association at a shareholders’ meeting of the Confirming Party on a timely basis), and accomplish other procedures required by PRC laws. Specifically, at each time when the Transferee exercises its equity purchase right: Transferors shall cause the Confirming Party to convene a shareholders’ meeting on a timely basis and adopt a resolution on such meeting approving transfer of equity interest by the Holder hereof then registered on transferring party to Transferee and/or Designee; Transferors shall enter into an equity transfer contract with the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking Transferee and/or Designee with respect to each transfer in accordance with this Warrant in contract and relevant Equity Acquisition Notice; Transferors, Transferee and/or Designee and the case of its lossConfirming Party shall execute all other contracts, theft agreements or destructiondocuments as necessary, obtain all requisite government approvals and (ii) payment by wire consents and take all necessary actions to transfer of immediately available funds or by certified or official bank check payable to the order Transferee and/or Designee effective ownership of transferred equity interest and record the Company Transferee and/or Designee as registered owners of an amount equal such transferred equity interest, to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock extent that there is not DTC eligibleany contingent security interest. As used herein, issue and surrender to a common carrier for overnight delivery to Security Interest includes guarantee, mortgage, pledge, third party right or interest, any warranty, acquisition right, right of first refusal, offset right, reservation of ownership or other security arrangement, but excludes any security interest under the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest errorSecurity Agreement. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.

Exercise Procedures. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 9 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”)) . In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.

Exercise Procedures. (ai) Subject to the terms and conditions hereof, The purchase rights represented by this Warrant may shall be deemed exercised by the Holder hereof then registered on the books of the Companydelivery before 5:00 P.M., pro rata as hereinafter providedEastern Time, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in of all of the manner provided in Section 13 hereof, of following: (a) a written noticesigned original of the Election to Consent, Participate and Exercise Warrant (as defined in the Offer to Amend and Exercise Warrants to Purchase Common Stock dated March 9, 2015 (the “Offer to Amend and Exercise”)), (b) a signed original of an Accredited Investor Questionnaire (in the form attached as Exhibit A hereto (required by the “Exercise Form”Offer to Amend and Exercise), (c) the original of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant signed original Affidavit of Loss and Indemnification Agreement in the case of its loss, theft or destructionform required by the Offer to Amend and Exercise) for cancellation, and (iid) payment by wire transfer of immediately available funds or by certified or official bank check payable to cash in the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, $0.50 per share multiplied by the number of Warrant Shares the Holder elects to purchase (at collectively, the applicable Warrant “Acceptance and Exercise Price) as Documents”). The cash may be tendered in the form of a check payable to which this Warrant is being exercised (plus any applicable issue or transfer taxes) Delaware Trust Company of (the “Aggregate Exercise PriceEscrow Agent”), as Escrow Agent for the Company, or by wire transfer to the Company’s escrow account at the Escrow Agent, as set forth in the Election to Consent, Participate and Exercise Warrant. In Each of the event Acceptance and Exercise Documents must be properly delivered, before the Expiration Date to: CÜR Media, Inc. c/o CKR Law LLP, 1330 Avenue of any the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxxxxx X. Xxxx, telephone number (000) 000-0000 (or in the case of the cash exercise price, pursuant to the wire or check delivery instructions set forth in the Election to Consent, Participate and Exercise Warrant). This Amendment shall be deemed ineffective and null and void if all of the Acceptance and Exercise Documents are not delivered in accordance herewith prior to 5:00 P.M., Eastern Time, on the Expiration Date. (ii) Upon the exercise of the rights represented by this Warrant in compliance with this the provisions of Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd1(a) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shareshereof, the Company shall promptly issue and deliver to the Holder person or persons entitled to receive the same a certificate or certificates for that number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Sharesexercise.”

Exercise Procedures. Section 1(a) of the Warrant is hereby amended and restated in its entirety as follows: (ai) Subject In order to exercise the terms and conditions hereofpurchase rights represented by this Warrant, this Warrant may there must be exercised delivery by the Holder hereof then registered on the books of the CompanyHolders before 5:00 P.M., pro rata as hereinafter providedEastern Time, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in of all of the manner provided in Section 13 hereof, of following: (a) a written noticesigned copy of the Election to Consent, Participate and Exercise Warrant (as defined in the form attached as Exhibit A hereto (the “Exercise Form”Offer to Amend and Exercise), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) a signed copy of an Accredited Investor Questionnaire, (c) the original copy of this Warrant (or an indemnification undertaking with respect to this Warrant Affidavit of Loss and Indemnification Agreement in the case of its loss, theft or destructionform required by the Offer to Amend and Exercise) for cancellation, and (iid) payment by wire transfer of immediately available funds or by certified or official bank check payable to cash in the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, $0.15 per share multiplied by the number of Warrant Shares the Holder elects to purchase (collectively, the “Acceptance and Exercise Documents“). The cash may be tendered in the form of a check payable to “Corporate Stock Transfer as Escrow Agent for Innovate Biopharmaceuticals, Inc.”, or by wire transfer to the Company’s escrow account at Corporate Stock Transfer, Inc. which is acting as the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) Escrow Agent for the Company (the “Aggregate Exercise PriceEscrow Agent”), as set forth in the Election to Consent, Participate and Exercise Warrant. In Each of the event Acceptance and Exercise Documents must be properly delivered, before the Expiration Date to: Innovate Biopharmaceuticals, Inc., 0000 Xxxxxxxxx Xxxx, Suite 120, Raleigh, NC 27615, Attention: Chief Financial Officer (or in the case of any the cash exercise price, pursuant to the wire or check delivery instructions set forth in the Election to Consent, Participate and Exercise Warrant). This Amendment shall be deemed ineffective and null and void if all of the Acceptance and Exercise Documents are not delivered in accordance herewith prior to 5:00 P.M., Eastern Time, on the Expiration Date or if or the Expiration Conditions are not satisfied . (ii) Upon the exercise of the rights represented by this Warrant in compliance with this the provisions of Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd3(a) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shareshereof, the Company shall promptly issue and deliver to the Holder person or persons entitled to receive the same a certificate or certificates for that number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree issuable upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountantexercise. The Company shall cause such investment banking firm or pay any and all taxes that may be payable with respect to the accountantissuance and delivery of Warrant Shares upon exercise of this Warrant; provided, as the case may behowever, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents that the Company shall fail not be required to issue and deliver a certificate to pay any tax which may be payable based on the income of the Holder and register such shares or in respect of Common Stock on any transfer involved in the Company's share register registration of any certificates for Warrant Shares or credit the Holder's balance account with DTC for the number Warrants in a name other than that of shares of Common Stock to which the Holder is entitled or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shareshereof.”

Exercise Procedures. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”)) . In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's ’s receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's ’s share register or credit the Holder's ’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's ’s exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "“Buy-In"”), then the Company shall, within five (5) business days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.

Exercise Procedures. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's ’s receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's ’s share register or credit the Holder's ’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's ’s exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "“Buy-In"”), then the Company shall, within five (5) business days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.

Exercise Procedures. (a) Subject to the terms provisions of Paragraphs 2 and conditions hereof3 above, this Warrant the Grantee may be exercised by the Holder hereof then registered on the books exercise part or all of the Company, pro rata as hereinafter provided, at any time on any business day on or after exercisable Option by giving the opening of business on such business day, commencing on the Vesting Date, and prior Company written notice to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, exercise in the manner provided in Section 13 hereofthis Agreement, specifying the number of (a) a written notice, in Shares as to which the form attached Option is to be exercised and tendering payment for such Shares. The Grantee shall pay an amount equal to the Strike Price multiplied by the number of Shares as Exhibit A hereto to which the Option is to be exercised (the “Exercise FormPrice”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and ) (bi) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable (or the equivalent thereof acceptable to the order Company); or (ii) with the consent of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchasedCommittee, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number delivery of shares of Common Stock to which the Holder shall be entitled acquired at least six months prior to the Holder’s option exercise date and having a Fair Market Value (as defined in the Plan and determined as of the exercise date) equal to all or its designee’s balance account with The Depository Trust part of the Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the Exercise Price; or · if (iii) with the Holder who submitted the Exercise Form requested physical delivery of any or all consent of the Warrant SharesCommittee, or, if the Common Stock is not DTC eligible, issue and by surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares right to receive Shares of Common Stock that are being offered for purchase under the Option (as contemplated by section 1.422-5(b) of the treasury regulations), having a Fair Market Value (as defined in the Plan) equal to which the Holder shall be entitled pursuant to such request. Upon delivery all or part of the Exercise Delivery Documents, Price and a certified or official bank check (or the Holder of this Warrant shall be deemed equivalent thereof acceptable to the Company) for all corporate purposes to have become the holder of record any remaining portion of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest errorPrice. (b) If within five (5) business days after the The Company's receipt ’s obligation to deliver Shares upon exercise of the Exercise Delivery Documents Option shall be subject to all applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person having the right to exercise the Option) represent that the Grantee (or such other person) is purchasing Shares for his/her own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall fail to issue and deliver a certificate be subject to the Holder and register such shares rights of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In")as set forth in the Plan to withhold amounts required to be withheld for any taxes, then if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash with respect to the Holder in an amount Option by having Shares withheld from delivery having a value equal to the Holder's total purchase price (including brokerage commissions, if any) for amount of the shares of Common Stock so purchased (tax withheld. The election must be in a form and manner prescribed by the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (Committee and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver be subject to the Holder a certificate or certificates representing such Warrant Sharesprior approval of the Committee.

Exercise Procedures. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 9 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”)) . In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's ’s receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's ’s share register or credit the Holder's ’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's ’s exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "“Buy-In"”), then the Company shall, within five (5) business days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.

Exercise Procedures. (ai) Subject to the terms and conditions hereof, While this Warrant may be exercised by remains outstanding and exercisable in accordance with Section 1(a), the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, may exercise this Warrant in whole or in part at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior from time to 11:59 P.M. Eastern Time on the Expiration Date, by time by: (iA) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable delivery to the order Secretary of the Company of an amount equal a duly executed copy of the Notice of Exercise attached as Exhibit A; (B) surrender of this Warrant to the Warrant Exercise Price(s) applicable Secretary of the Company at its principal office or at such other office or agency as the Company may specify in writing to the Warrant Shares being purchased, Holder; and (C) payment of the Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the Warrant (such amount, as calculated at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (time of each exercise, the “Aggregate Exercise Price”). In ) made in the event form of any exercise cash, or by certified check, bank draft or money order payable in lawful money of the rights represented by United States of America. (ii) In lieu of delivering the Exercise Price in cash or check, bank draft or money order, the Holder may elect to exercise this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each surrendering a portion of the Exercise Form, this Warrant (or an indemnification undertaking with respect Shares to this Warrant in the case of its loss, theft or destruction) and satisfy the Aggregate Exercise Price (together“Net Issue Exercise”). If the Holder wishes to elect the Net Issue Exercise, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled notify the Company of its election in writing at the time it delivers to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if Company the Notice of Exercise. In the event the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Sharesshall elect Net Issue Exercise, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for shall receive the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as equal to the determination product of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwisea) the number of shares of Common Stock issuable upon such exercise that purchasable under the Holder anticipated receiving from Warrant, or portion thereof being exercised, and (b) the Company Current Market Value (a "Buy-In"), then the Company shall, within five (5defined below) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of one share of Common Stock minus the Exercise Price, divided by (c) the Current Market Value of one share of Common Stock. “Current Market Value” means: (1) if the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the NASDAQ system, the Current Market Value shall be the last reported sale price of the Common Stock on such exchange or system on the last Business Day prior to the date of exercise of this Warrant, or if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange or system; (2) if the Common Stock is not so purchased listed or admitted to unlisted trading privileges, the Current Market Value shall be the mean of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. on the last Business Day prior to the date of the exercise of this Warrant; or (3) if the "Buy-In Price")Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, at which point the Current Market Value shall be determined in good faith by the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares’s Board of Directors.

Exercise Procedures. (a) Subject to the terms provisions of Sections 2 and conditions hereof3 above, this Warrant NL Holdco may be exercised by exercise the Holder hereof then registered on the books of the CompanyPurchase Right, pro rata as hereinafter providedin whole or in part from time to time, at any time on any business day on or after following the opening Exercisability Date by giving the Company written notice of business on such business dayintent to exercise, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify specifying the number of Warrant Shares as to which the Purchase Right is to be purchased, exercised and the method of payment. Payment of the Exercise Price shall be made to the Company within thirty (b30) this Warrant (or an indemnification undertaking with respect to this Warrant days after the delivery of such written notice. NL Holdco shall pay the Exercise Price in the case of its loss, theft or destruction, and (ii) payment cash by wire transfer of immediately available funds funds; provided that, in the event that NL Holdco exercises the Purchase Right in connection with a Change of Control or by certified upon or official bank check payable following a Public Offering, then, in lieu of paying the Exercise Price in cash, NL Holdco may authorize the Company to retain Shares that otherwise would be issuable upon exercise of the Purchase Right having a total Fair Market Value on the date of exercise equal to the order aggregate Exercise Price. The shares issued under this Warrant may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock available for issuance. Upon receipt by the Company of an amount equal NL Xxxxxx’s notice of intent to exercise, together with the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number Company’s receipt of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each proper payment of the Exercise FormPrice, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant NL Holdco shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to for which this Warrant has been the Purchase Right was then exercised. In , notwithstanding that the case stock transfer books of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue then be closed or that certificates representing such Shares shall not then be actually delivered to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest errorNL Holdco. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder this Warrant is entitled upon the Holder's exercise hereunderexercised in part only, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, upon surrender of this Warrant, execute and deliver, within five 10 days of the date of such surrender, a new Warrant evidencing the rights of NL Holdco or its permitted assignee(s) to purchase the balance of the Shares purchasable hereunder. (5c) business days after the Holder's request The Purchase Right shall be subject to applicable federal, state and in the Holder's discretion, either (i) local tax withholding requirements. The Company may require that NL Holdco pay cash to the Holder in an Company the amount equal of any federal, state or local taxes that the Company is required to withhold with respect to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminatePurchase Right, or (ii) promptly honor its obligation the Company may deduct from any amounts paid by the Company to deliver to NL Holdco the Holder a certificate or certificates representing such Warrant Sharesamount of any withholding taxes due with respect the Purchase Right.

Exercise Procedures. Section 3(a) of the Warrant is hereby amended and restated in its entirety as follows: (a) Subject to On July 3, 2017, the terms Company entered into an Agreement and conditions hereof, this Warrant may be exercised Plan of Merger (the “Merger Agreement”) by the Holder hereof then registered on the books of and among the Company, pro rata the Company’s wholly owned subsidiary, Monster Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Innovate Biopharmaceuticals, Inc., a Delaware corporation (“Innovate”). Under the terms of the Merger Agreement, pending Company stockholder approval of the transaction, Merger Sub will merge into Innovate with Innovate surviving the merger and becoming a wholly-owned subsidiary of Monster (the “Merger”).On August 25, 2017, the Company filed a proxy statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the “Proxy Statement”) with respect to a special meeting of stockholders to take place on October 31, 2017 (the “Special Meeting”) to approve the Merger as hereinafter providedwell as other matters, including Proposal No. 6 therein whereby Company stockholders will vote at any time on any business day on or after the opening Special Meeting to those matters set forth in the Offer to Amend and Exercise. The exercise of business on such business day, commencing this Warrant is expressly contingent on the Vesting Dateapproval of Proposal No. 6 by Company stockholders at the Special Meeting. (b) In order to exercise the purchase rights represented by this Warrant, and prior to 11:59 P.M. Eastern Time there must be delivery by the Holders before 5:00 P.M., Pacific Time, on the Expiration Date, by (i) delivery, in of all of the manner provided in Section 13 hereof, of following: (a) a written noticesigned copy of the Election to Consent, Participate and Exercise Warrant (as defined in the form attached as Exhibit A hereto (the “Exercise Form”Offer to Amend and Exercise), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) a signed copy of an Accredited Investor Questionnaire, (c) the original copy of this Warrant (or an indemnification undertaking with respect to this Warrant Affidavit of Loss and Indemnification Agreement in the case of its loss, theft or destructionform required by the Offer to Amend and Exercise) for cancellation, and (iid) payment by wire transfer of immediately available funds or by certified or official bank check payable to cash in the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, $0.45 per share multiplied by the number of Warrant Shares the Holder elects to purchase (collectively, the “Acceptance and Exercise Documents“). The cash may be tendered in the form of a check payable to “Corporate Stock Transfer as Warrant Agent for Monster Digital, Inc.”, or by wire transfer to the Company’s escrow account at Corporate Stock Transfer, Inc. which is acting as the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) Escrow Agent for the Company (the “Aggregate Exercise PriceEscrow Agent”), as set forth in the Election to Consent, Participate and Exercise Warrant. In Each of the event Acceptance and Exercise Documents must be properly delivered, before the Expiration Date to: Monster Digital, Inc., 2000 Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxx, XX, 00000, Attention: Chief Financial Officer (or in the case of any the cash exercise price, pursuant to the wire or check delivery instructions set forth in the Election to Consent, Participate and Exercise Warrant). This Amendment shall be deemed ineffective and null and void if all of the Acceptance and Exercise Documents are not delivered in accordance herewith prior to 5:00 P.M., Pacific Time, on the Expiration Date or if Proposal No. 6 is not approved by Company stockholders at the Special Meeting. Upon the exercise of the rights represented by this Warrant in compliance with this the provisions of Section 1.2 or in compliance with Section 1.3 below, 3(a) hereof (including approval of Proposal No. 6 by the Company shall on Company’s stockholders at the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant SharesSpecial Meeting), the Company shall promptly issue and deliver to the Holder person or persons entitled to receive the same a certificate or certificates for that number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree issuable upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountantexercise. The Company shall cause such investment banking firm or pay any and all taxes that may be payable with respect to the accountantissuance and delivery of Warrant Shares upon exercise of this Warrant; provided, as the case may behowever, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents that the Company shall fail not be required to issue and deliver a certificate to pay any tax which may be payable based on the income of the Holder and register such shares or in respect of Common Stock on any transfer involved in the Company's share register registration of any certificates for Warrant Shares or credit the Holder's balance account with DTC for the number Warrants in a name other than that of shares of Common Stock to which the Holder is entitled or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shareshereof.”

Exercise Procedures. (ai) Subject While this Warrant remains outstanding and exercisable in accordance with Section 2(a), in addition to the terms and conditions hereofmanner set forth in Section 2(b)(ii) below, the Holder may exercise this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, in whole or in part at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior from time to 11:59 P.M. Eastern Time on the Expiration Date, by time by: (iA) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable delivery to the order Secretary of the Company of an amount equal a duly executed copy of the Notice of Exercise attached as Exhibit A; (B) surrender of this Warrant to the Warrant Exercise Price(s) applicable Secretary of the Company at its principal offices or at such other office or agency as the Company may specify in writing to the Warrant Shares being purchased, Holder; and (C) payment of the then-applicable Exercise Price per share multiplied by the number of shares being purchased upon exercise of the Warrant Shares (such amount, as calculated at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (time of each exercise, the “Aggregate Exercise Price”). In ) made in the event form of any exercise cash, or by certified check, bank draft or money order payable in lawful money of the rights represented by United States of America or in the form of a Cashless Exercise to the extent permitted in Section 2(b)(ii) below. (ii) In addition to the provisions of Section 2(b)(i) above, if at any time while this Warrant in compliance is exercisable a registration statement covering the resale of the Warrant Shares by the Holder is not effective with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on Securities and Exchange Commission (the third “SEC”) and the fair value of one Warrant Share is greater than the Exercise Price (3rd) business day following at the date of receipt by it of each calculation set forth below), the Holder may, in its sole discretion, exercise all or any part of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft a “cashless” or destruction) and the Aggregate Exercise Price “net-issue” exercise (together, the a “Exercise Delivery DocumentsCashless Exercise”) either: · if by delivering to the Common Stock is DTC eligibleCompany (A) the Notice of Exercise and (B) the original Warrant, credit such aggregate number of shares of Common Stock pursuant to which the Holder shall be entitled surrender the right to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder receive upon exercise of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant SharesShares having a value (as determined below) equal to the Aggregate Exercise Price in which case, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit calculated using the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of following formula: with: X = the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate issued to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for Y = the number of shares of Common Stock Warrant Shares with respect to which the Holder Warrant is entitled upon being exercised A = the Holder's fair value of one Warrant Share on the date of exercise hereunder, and if on or after such fifth (5th) business day of this Warrant B = the Holder purchases (in an open market transaction or otherwise) then-current Exercise Price of the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.Warrant

Exercise Procedures. (ai) Subject While this Warrant remains outstanding and exercisable in accordance with Section 2(a), in addition to the terms and conditions hereofmanner set forth in Section 2(b)(ii) below, the Holder may exercise this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, in whole or in part at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior from time to 11:59 P.M. Eastern Time on the Expiration Date, by time by: (iA) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable delivery to the order Secretary of the Company of an amount equal a duly executed copy of the Notice of Exercise attached as Exhibit A; (B) surrender of this Warrant to the Warrant Exercise Price(s) applicable Secretary of the Company at its principal offices or at such other office or agency as the Company may specify in writing to the Warrant Shares being purchased, Holder; and (C) payment of the then-applicable Exercise Price per share multiplied by the number of shares being purchased upon exercise of the Warrant Shares (such amount, as calculated at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (time of each exercise, the “Aggregate Exercise Price”). In ) made in the event form of any exercise cash, or by certified check, bank draft or money order payable in lawful money of the rights represented by United States of America or in the form of a Cashless Exercise to the extent permitted in Section 2(b)(ii) below. (ii) In addition to the provisions of Section 2(b)(i) above, if at any time while this Warrant in compliance is exercisable a registration statement covering the resale of the Warrant Shares by the Holder is not effective with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on Securities and Exchange Commission (the third “SEC”) and the fair value of one Warrant Share is greater than the Exercise Price (3rd) business day following at the date of receipt by it of each calculation set forth below), the Holder may, in its sole discretion, exercise all or any part of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft a “cashless” or destruction) and the Aggregate Exercise Price “net-issue” exercise (together, the a “Exercise Delivery DocumentsCashless Exercise”) either: · if by delivering to the Common Stock is DTC eligibleCompany (A) the Notice of Exercise and (B) the original Warrant, credit such aggregate number of shares of Common Stock pursuant to which the Holder shall be entitled surrender the right to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder receive upon exercise of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant SharesShares having a value (as determined below) equal to the Aggregate Exercise Price in which case, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit calculated using the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.following formula:

Exercise Procedures. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · • if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · • if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's ’s receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's ’s share register or credit the Holder's ’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's ’s exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "“Buy-In"”), then the Company shall, within five (5) business days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares. (c) The right of Holder to exercise this Warrant shall vest six (6) months from the date hereof (the “Vesting Date”); provided that, prior to the Vesting Date, that certain Advisory Agreement dated December 30, 2013 between the Company and Baytree Capital Partners LLC (the “Advisory Agreement”) has not been terminated by the Company for valid cause in accordance with the terms of the Advisory Agreement. (d) Notwithstanding anything to the contrary contained in this Warrant, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of this Warrant or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the exercise of a portion of this Warrant, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder.

Exercise Procedures. (ai) Subject While this Warrant remains outstanding and exercisable in accordance with Section 2(a), in addition to the terms and conditions hereofmanner set forth in Section 2(b)(ii) below, the Holder may exercise this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, in whole or in part at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior from time to 11:59 P.M. Eastern Time on the Expiration Date, by time by: (iA) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable delivery to the order Secretary of the Company of an amount equal a duly executed copy of the Notice of Exercise attached as Exhibit A; (B) surrender of this Warrant to the Warrant Exercise Price(s) applicable Secretary of the Company at its principal offices or at such other office or agency as the Company may specify in writing to the Warrant Shares being purchased, Holder; and (C) payment of the then-applicable Exercise Price per share multiplied by the number of shares being purchased upon exercise of the Warrant Shares (such amount, as calculated at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (time of each exercise, the “Aggregate Exercise Price”). In ) made in the event form of any exercise cash, or by certified check, bank draft or money order payable in lawful money of the rights represented by United States of America or in the form of a Cashless Exercise to the extent permitted in Section 2(b)(ii) below. (ii) In addition to the provisions of Section 2(b)(i) above, if at any time while this Warrant in compliance is exercisable a registration statement covering the resale of the Warrant Shares by the Holder is not effective with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on Securities and Exchange Commission (the third “SEC”) and the fair value of one Warrant Share is greater than the Exercise Price (3rd) business day following at the date of receipt by it of each calculation set forth below), the Holder may, in its sole discretion, exercise all or any part of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft a “cashless” or destruction) and the Aggregate Exercise Price “net-issue” exercise (together, the a “Exercise Delivery DocumentsCashless Exercise”) either: · if by delivering to the Common Stock is DTC eligibleCompany (A) the Notice of Exercise and (B) the original Warrant, credit such aggregate number of shares of Common Stock pursuant to which the Holder shall be entitled surrender the right to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder receive upon exercise of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant SharesShares having a value (as determined below) equal to the Aggregate Exercise Price in which case, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit calculated using the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of following formula: with: X = the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate issued to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for Y = the number of shares of Common Stock Warrant Shares with respect to which the Holder Warrant is entitled upon being exercised. A = the Holder's fair value of one Warrant Share on the date of exercise hereunder, and if on or after such fifth (5th) business day of this Warrant B = the Holder purchases (in an open market transaction or otherwise) then-current Exercise Price of the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.Warrant

Exercise Procedures. (a) Subject to the terms and conditions hereof, The rights represented by this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, in whole or in part at any time on any business day on or after during the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration DateExercise Period, by delivery of the following to the Company at its address set forth above (i) delivery, or at such other address as it may designate by notice in writing to the manner provided in Section 13 hereof, of Holder): (a) a written notice, An executed Notice of Exercise in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and hereto; (b) Payment of the Exercise Price either (i) in cash or by check, or (ii) by cancellation of indebtedness; and (c) This Warrant. The date of delivery to the Company of the foregoing items shall be the effective date of the exercise of this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”"EFFECTIVE DATE"). In Upon the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 Warrant, a certificate or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of certificates for the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificateShares so purchased, registered in the name of the Holder or its designeepersons identified by the Holder, if the Holder so designates, shall be issued and delivered to the Holder promptly after the rights represented by this Warrant shall have been so exercised, together with an amount of cash in lieu of any fraction of a share as provided in paragraph 6 below. If the Holder exercises this Warrant in part, this Warrant shall be surrendered by the Holder to the Company and a new Warrant of the same tenor and for the unexercised number of shares Exercise Shares shall be executed by the Company. The Company shall register the new Warrant in the name of Common Stock to which the Holder shall be entitled or in such name or names of its transferee pursuant to such request. Upon delivery of the Exercise Delivery Documents, paragraph 8 hereof as may be directed in writing by the Holder and deliver the new Warrant to the person or persons entitled to receive the same. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed for all corporate purposes to have become the holder of record of such shares on the Warrant Shares with respect to date on which this Warrant has been exercised. In the case of a dispute as to the determination was surrendered and payment of the Warrant Exercise Price or the arithmetic calculation was made, irrespective of the number date of Warrant Sharesdelivery of such certificate or certificates, except that, if the Company shall promptly issue to date of such surrender and payment is a date when the Holder the number stock transfer books of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of closed, such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, person shall be deemed conclusive absent manifest error. (b) If within five (5) business days after to have become the Company's receipt holder of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares at the open of Common Stock business on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to next succeeding date on which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Sharesstock transfer books are open.

Exercise Procedures. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · • if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · • if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's ’s receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's ’s share register or credit the Holder's ’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's ’s exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "“Buy-In"”), then the Company shall, within five (5) business days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.

Exercise Procedures. (ai) Subject to Exercise of the terms and conditions hereof, purchase rights represented by this Warrant may be exercised made, in whole or in part, at any time or times on or after the Effective Date and on or before the Expiration Date by delivery to the Company (or such other office or agency that the Company may designate by notice in writing to the registered Holder at the address of the Holder hereof then registered appearing on the books of the Company), pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereofapplicable, of a duly executed facsimile copy or PDF copy submitted by electronic delivery (aor e-mail attachment to xxxx@xxx-xxxxx.xxx and xxxxxxx@xxx-xxxxx.xxx or such other email address to which the Company’s email address for this purpose may be changed in accordance with Section 7.4 of the Purchase Agreement) a written notice, of the notice of exercise in the form attached as Exhibit A hereto (the “Exercise FormNotice of Exercise”). Within the earlier of (i) three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise of this Warrant as set forth herein, the Holder shall deliver the aggregate Exercise Price (“Aggregate Exercise Price”) for the Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 1(a)(ii) is specified in such Holder’s election Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to exercise the contrary, the Holder shall not be required to physically surrender this WarrantWarrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which notice case, the Holder shall specify surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of reducing the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the dates of such purchases. The Company shall deliver any objection to be purchasedany Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its lossagree that, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order reason of the Company provisions of an amount equal to this paragraph, following the Warrant Exercise Price(s) applicable to purchase of a portion of the Warrant Shares being purchasedhereunder, multiplied by the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (ii) If, at any time a registration statement covering the applicable resale of the Warrant Exercise Price) as to which this Shares by the Holder is not currently effective and available for the resale of all the Warrant is being exercised Shares, the Holder may, in its sole discretion, exercise all or any part of the Warrant in a “cashless” or “net-issue” exercise (plus any applicable issue or transfer taxes) (the a “Aggregate Exercise PriceCashless Exercise”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock pursuant to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to receive a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit calculated using the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.following formula:

Exercise Procedures. (a) Subject to the terms and conditions hereof, this This Warrant may be exercised exercised, at any time and from time to time but not earlier than the Commencement Date or later than the Expiration Date, by the Holder hereof Warrantholder, in whole or in part (but not as to a fractional share of Common Stock and in no event for less than 100 shares (unless Less than an aggregate of 100 shares are then registered purchasable under all outstanding Warrants held by a Warrantholder)), by the completion of the subscription form attached hereto and by the surrender of this Warrant (properly endorsed) at the Company's principal offices at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 (or at such other location in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 Warrant, a certificate or in compliance with Section 1.3 below, certificates for the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate total number of whole shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificateso purchased, registered in the name of the Holder or its designeeWarrantholder, for shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares of Common Stock (except a remaining fractional share), if any, with respect to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall not then have been exercised shall also be issued to the Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after evidenced by such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing from the date on which this Warrant was surrendered and if exercise is pursuant to a cash exercise, payment of the Warrant Price was made, irrespective of the date of delivery of such Warrant Sharescertificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Exercise Procedures. (ai) Subject While this Warrant remains outstanding and exercisable in accordance with Section 1(a), in addition to the terms and conditions hereofmanner set forth in Section 1(b)(ii) below, the Holder may exercise this Warrant may be exercised by the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, in whole or in part at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior from time to 11:59 P.M. Eastern Time on the Expiration Date, by time by: (iA) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable delivery to the order Secretary of the Company of an amount equal a duly executed copy of the Notice of Exercise attached as Exhibit A; (B) surrender of this Warrant to the Warrant Exercise Price(s) applicable Secretary of the Company at its principal offices or at such other office or agency as the Company may specify in writing to the Warrant Shares being purchased, Holder; and (C) payment of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the Warrant (such amount, as calculated at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (time of each exercise, the “Aggregate Exercise Price”). In ) made in the event form of any exercise cash, or by certified check, bank draft or money order payable in lawful money of the rights represented by United States of America or in the form of a Cashless Exercise to the extent permitted in Section 1(b)(ii) below. (ii) In addition to the provisions of Section 1(b)(i) above, if at any time while this Warrant in compliance is exercisable a registration statement covering the resale of the Warrant Shares by the Holder is not effective with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on Securities and Exchange Commission (the third “SEC”) and the fair value of one Warrant Share is greater than the Exercise Price (3rd) business day following at the date of receipt by it of each calculation set forth below), the Holder may, in its sole discretion, exercise all or any part of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft a “cashless” or destruction) and the Aggregate Exercise Price “net-issue” exercise (together, the a “Exercise Delivery DocumentsCashless Exercise”) either: · if by delivering to the Common Stock is DTC eligibleCompany (A) the Notice of Exercise and (B) the original Warrant, credit such aggregate number of shares of Common Stock pursuant to which the Holder shall be entitled surrender the right to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder receive upon exercise of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant SharesShares having a value (as determined below) equal to the Aggregate Exercise Price in which case, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit calculated using the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of following formula: with: X = the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate issued to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for Y = the number of shares of Common Stock Warrant Shares with respect to which the Holder Warrant is entitled upon being exercised A = the Holder's fair value of one Warrant Share on the date of exercise hereunder, and if on or after such fifth (5th) business day of this Warrant B = the Holder purchases (in an open market transaction or otherwise) then-current Exercise Price of the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.Warrant

Exercise Procedures. (ai) Subject to the terms and conditions hereof, While this Warrant may be exercised by remains outstanding and exercisable in accordance with Section 1(a), the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, may in its sole discretion exercise this Warrant in whole or in part at any time on any business day on or after W02-WEST:1TLD1\401096460.7 -6- and from time to time by either (1) delivery to the opening Company of business on such business day, commencing on a duly completed and executed copy of the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, notice of (a) a written notice, in the form exercise attached as Exhibit A hereto (the “Exercise FormNotice of Exercise”); and payment of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the Warrant (such amount, the “Aggregate Exercise Price”) made in the form of such Holder’s election cash, or by certified check, wire transfer, bank draft or money order payable in lawful money of the United States of America or (2), exercising on a “cashless” or “net-issue” exercise basis (a “Cashless Exercise”) by delivering to the Company a Notice of Exercise indicating that the Holder has a elected a Cashless Exercise, pursuant to which the Holder shall surrender the right to receive upon exercise of this Warrant, a number of Warrant Shares having a value (as determined below) equal to the Aggregate Exercise Price, in which notice shall specify case, the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable issued to the order of Holder upon such exercise shall be calculated using the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by following formula: with: X = the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect be issued to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for Y = the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or is being exercised A = the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three Fair Market Value (3defined below) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares per share of Common Stock on the Company's share register or credit date immediately preceding the Holder's balance account date of the Notice of Exercise B = the then-current Exercise Price of the Warrant The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Notice of Exercise with DTC for respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares.

Exercise Procedures. (ai) Subject to the terms and conditions hereof, While this Warrant may be exercised by remains outstanding and exercisable in accordance with Section 1(a), the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, may exercise this Warrant in whole or in part at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior from time to 11:59 P.M. Eastern Time on the Expiration Date, by time by: (iA) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable delivery to the order Secretary of the Company of an amount equal a duly executed copy of the Notice of Exercise attached as Exhibit A; (B) surrender of this Warrant to the Warrant Exercise Price(s) applicable Secretary of the Company at its principal offices or at such other office or agency as the Company may specify in writing to the Warrant Shares being purchased, Holder; and (C) payment of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the Warrant (such amount, as calculated at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (time of each exercise, the “Aggregate Exercise Price”) made in the form of cash, or by certified check, bank draft or money order payable in lawful money of the United States of America. In lieu of delivering the Exercise Price in cash or check, bank draft or money order, the Holder may elect to exercise this Warrant by surrendering a portion of the Warrant Shares to satisfy the aggregate Exercise Price (“Net Issue Exercise”). If the Holder wishes to elect the Net Issue Exercise, the Holder shall notify the Company of its election in writing at the time it delivers to the Company the Notice of Exercise. In the event the Holder shall elect Net Issue Exercise, the Holder shall receive the number of any shares of Common Stock equal to the product of (a) the number of shares of Common Stock purchasable under the Warrant, or portion thereof being exercised, and (b) the Current Market Value (defined below) of one share of Common Stock minus the Exercise Price, divided by (c) the Current Market Value of one share of Common Stock. Current Market Value means: (1) If the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the NASDAQ system, the Current Market Value shall be the last reported sale price of the Common Stock on such exchange or system on the last Business Day prior to the date of exercise of this Warrant, or if no such sale is made on such day, the rights represented average closing bid and asked prices for such day on such exchange or system; (2) If the Common Stock is not so listed or admitted to unlisted trading privileges, the Current Market Value shall be the mean of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. on the last Business Day prior to the date of the exercise of this Warrant; or (3) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the Current Market Value shall be determined in good faith by the Company’s Board of Directors. (ii) Upon the exercise of this Warrant in compliance with the provisions of this Section 1.2 or in compliance with Section 1.3 below1(b), the Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall be effective immediately prior to the close of business on the third date (3rdthe “Date of Exercise”) business day that the conditions set forth in Section 1(b) have been satisfied. On the first Business Day following the date of receipt by it of on which the Company has received each of the Notice of Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”), the Company shall transmit an acknowledgment of receipt of the Exercise Delivery Documents to the Company’s transfer agent, if other than the Company (the “Transfer Agent”). On or before the third Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company at its expense shall (X) either: · if provided that the Common Stock Transfer Agent is DTC eligibleparticipating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder shall be is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company; DTC through its Deposit Withdrawal Agent Commission system, or · (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if the Warrant Shares are not eligible for inclusion therein or if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligibleshall so request, issue and surrender to a common carrier for dispatch by overnight delivery courier to the address as specified in the Exercise FormNotice of Exercise, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock Warrant Shares to which the Holder shall be is entitled pursuant to such requestexercise. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination , irrespective of the Warrant Exercise Price or the arithmetic calculation date of delivery of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing evidencing such Warrant Shares.

Exercise Procedures. (a) Subject to the terms and conditions hereof, this This Warrant may be exercised exercised, at any time and from time to time but not earlier than the Commencement Date or later than the Expiration Date, by the Holder hereof Warrantholder, in whole or in part (but not as to a fractional share of Common Stock and in no event for less than 100 shares (unless Less than an aggregate of 100 shares are then registered purchasable under all outstanding Warrants held by a Warrantholder)), by the completion of the subscription form attached hereto and by the surrender of this Warrant (properly endorsed) at the Company's principal offices at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 (or at such other location in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2 Warrant, a certificate or in compliance with Section 1.3 below, certificates for the Company shall on the third (3rd) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate total number of whole shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificateso purchased, registered in the name of the Holder or its designeeWarrantholder, for shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares of Common Stock (except a remaining fractional share), if any, with respect to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall not then have been exercised shall also be issued to the Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after evidenced by such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing from the date on which this Warrant was surrendered and if exercise is pursuant to a cash exercise, payment of the Warrant Price was made, irrespective of the date of delivery of such Warrant Sharescertificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Exercise Procedures. (ai) Subject to the terms and conditions hereof, While this Warrant may be exercised by remains outstanding and exercisable in accordance with Section 1(a), the Holder hereof then registered on the books of the Company, pro rata as hereinafter provided, may exercise this Warrant in whole or in part at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior from time to 11:59 P.M. Eastern Time on the Expiration Date, by time by: (iA) delivery, in the manner provided in Section 13 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable delivery to the order Secretary of the Company of an amount equal a duly executed copy of the Notice of Exercise attached as ExhibitA; (B) surrender of this Warrant to the Warrant Exercise Price(s) applicable Secretary of the Company at its principal offices or at such other office or agency as the Company may specify in writing to the Warrant Shares being purchased, Holder; and (C) payment of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the Warrant (such amount, as calculated at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (time of each exercise, the “Aggregate Exercise Price”) made in the form of cash, or by certified check, bank draft or money order payable in lawful money of the United States of America. In lieu of delivering the Exercise Price in cash or check, bank draft or money order, the Holder may elect to exercise this Warrant by surrendering a portion of the Warrant Shares to satisfy the aggregate Exercise Price (“Net Issue Exercise”). If the Holder wishes to elect the Net Issue Exercise, the Holder shall notify the Company of its election in writing at the time it delivers to the Company the Notice of Exercise. In the event the Holder shall elect Net Issue Exercise, the Holder shall receive the number of any shares of Common Stock equal to the product of (a) the number of shares of Common Stock purchasable under the Warrant, or portion thereof being exercised, and (b) the Current Market Value (defined below) of one share of Common Stock minus the Exercise Price, divided by (c) the Current Market Value of one share of Common Stock. Current Market Value means: (1) If the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the NASDAQ system, the Current Market Value shall be the last reported sale price of the Common Stock on such exchange or system on the last business day prior to the date of exercise of this Warrant, or if no such sale is made on such day, the rights represented average closing bid and asked prices for such day on such exchange or system; (2) If the Common Stock is not so listed or admitted to unlisted trading privileges, the Current Market Value shall be the mean of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. on the last business day prior to the date of the exercise of this Warrant; or (3) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the Current Market Value shall be determined in good faith by the Company’s Board of Directors. (ii) Upon the exercise of this Warrant in compliance with the provisions of this Section 1.2 or in compliance with Section 1.3 below1(b), the Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall be effective immediately prior to the close of business on the third date (3rdthe “Date of Exercise”) business day that the conditions set forth in Section 1(b) have been satisfied. On the first Business Day following the date of receipt by it of on which the Company has received each of the Notice of Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”), the Company shall transmit an acknowledgment of receipt of the Exercise Delivery Documents to the Company’s transfer agent, if other than the Company (the “Transfer Agent”). On or before the third Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall (X) either: · if provided that the Common Stock Transfer Agent is DTC eligibleparticipating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder shall be is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company; DTC through its Deposit Withdrawal Agent Commission system, or · (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if the Warrant Shares are not eligible for inclusion therein or if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligibleshall so request, issue and surrender to a common carrier for dispatch by overnight delivery courier to the address as specified in the Exercise FormNotice of Exercise, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock Warrant Shares to which the Holder shall be is entitled pursuant to such requestexercise. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination , irrespective of the Warrant Exercise Price or the arithmetic calculation date of delivery of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing evidencing such Warrant Shares.

Exercise Procedures. (ai) Subject While this Warrant remains outstanding and exercisable in accordance with Section 1(a), in addition to the terms and conditions hereofmanner set forth in Section 1(b)(ii) below, the Holder may exercise this Warrant in whole or in part at any time and from time to time by: (A) delivery to the Company of a duly executed copy of the Notice of Exercise attached as Exhibit A; (B) surrender of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency as the Company may be exercised specify in writing to the Holder; and (C) payment of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the Warrant (such amount, the “Aggregate Exercise Price”) made in the form of cash, or by certified check, bank draft or money order payable in lawful money of the United States of America or in the form of a Cashless Exercise to the extent permitted in Section 1(b)(ii) below. (ii) At any time when a registration statement covering the resale of the Warrant Shares by the Holder hereof then registered on is not available after the books first anniversary of the Company, pro rata as hereinafter provided, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Effective Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) deliveryHolder may, in its sole discretion, exercise all or any part of the manner provided Warrant in Section 13 hereofa “cashless” or “net-issue” exercise (a “Cashless Exercise”) by delivering to the Company (1) the Notice of Exercise and (2) the original Warrant, pursuant to which the Holder shall surrender the right to receive upon exercise of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, a number of Warrant Shares having a value (as determined below) equal to the Aggregate Exercise Price, in which notice shall specify case, the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable issued to the order of Holder upon such exercise shall be calculated using the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by following formula: with: X = the number of Warrant Shares (at to be issued to the applicable Holder Y = the number of Warrant Exercise Price) as Shares with respect to which this the Warrant is being exercised (plus any applicable issue or transfer taxes) (A = the “Aggregate Exercise Price”). In fair value per share of Common Stock on the event date of any exercise of this Warrant B = the then-current Exercise Price of the Warrant Solely for the purposes of this paragraph, “fair value” per share of Common Stock shall mean (A) the average of the closing sales prices, as quoted on the primary national or regional stock exchange on which the Common Stock is listed, or, if not listed, the OTC Bulletin Board if quoted thereon, on the twenty (20) trading days immediately preceding the date on which the Notice of Exercise is deemed to have been sent to the Company, or (B) if the Common Stock is not publicly traded as set forth above, as reasonably and in good faith determined by the Board of Directors of the Company as of the date which the Notice of Exercise is deemed to have been sent to the Company. Notwithstanding the foregoing provisions of this Section 1(b)(ii), the Holder may not make a Cashless Exercise if and to the extent that such exercise would require the Company to issue a number of shares of Common Stock in excess of its authorized but unissued shares of Common Stock, less all amounts of Common Stock that have been reserved for issue upon the conversion of all outstanding securities convertible into shares of Common Stock and the exercise of all outstanding options, warrants and other rights represented by exercisable for shares of Common Stock. If the Company does not have the requisite number of authorized but unissued shares of Common Stock to permit the Holder to make a Cashless Exercise, the Company shall use commercially reasonable efforts to obtain the necessary stockholder consent to increase the authorized number of shares of Common Stock to permit such Holder to make a Cashless Exercise pursuant to this Section 1(b)(ii). (iii) Upon the exercise of this Warrant in compliance with the provisions of this Section 1.2 or in compliance with 1(b), and except as limited pursuant to the last paragraph of Section 1.3 below1(b)(ii), the Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall be effective immediately prior to the close of business on the third date (3rdthe “Date of Exercise”) business day that the conditions set forth in Section 1(b) have been satisfied, as the case may be. On the first Business Day following the date of receipt by it of on which the Company has received each of the Notice of Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, or notice of a Cashless Exercise in accordance with Section 1(b)(ii)) (the “Exercise Delivery Documents”), the Company shall transmit an acknowledgment of receipt of the Exercise Delivery Documents to the Company’s transfer agent (the “Transfer Agent”). On or before the third Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall (X) either: · if provided that the Common Stock Transfer Agent is DTC eligibleparticipating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder shall be is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company; DTC through its Deposit Withdrawal Agent Commission system, or · (Y) if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock Transfer Agent is not participating in the DTC eligibleFast Automated Securities Transfer Program, issue and surrender to a common carrier for dispatch by overnight delivery courier to the address as specified in the Exercise FormNotice of Exercise, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be is entitled pursuant to such requestexercise. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination , irrespective of the Warrant Exercise Price or the arithmetic calculation date of delivery of the number of certificates evidencing such Warrant Shares, the Company shall promptly issue . If this Warrant is submitted in connection with any exercise pursuant to the Holder Section 1(a) and the number of Warrant Shares that represented by this Warrant submitted for exercise is not disputed greater than the actual number of Warrant Shares being acquired upon such an exercise, then the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue a new Warrant of like tenor representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. (iv) If the Company shall submit the disputed determinations fail for any reason or arithmetic calculations for no reason to issue to the Holder via facsimile Holder, within three (3) business day Business Days of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's ’s share register or to credit the Holder's ’s balance account with DTC for the such number of shares of Common Stock to which the Holder is entitled upon the Holder's ’s exercise hereunderof this Warrant, and if on or after such fifth (5th) business day Business Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the number Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "“Buy-In"”), then the Company shall, within five three (53) business days Business Days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to deliver such certificate (and to issue such Warrant Sharesshares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Sharesshares of Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing bid price on the date of exercise.

Exercise Procedures. (a) Subject The Grantee may exercise the Option with respect to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof then registered on the books all or any part of the Company, pro rata as hereinafter provided, at any time on any business day on or after Shares then subject to such exercise by giving the opening Board written notice of business on such business day, commencing on the Vesting Date, and prior intent to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, exercise in the manner provided in Section 13 Paragraph 17 hereof, of (a) a written notice, in the form attached as Exhibit A hereto (the “Exercise Form”), of such Holder’s election to exercise this Warrant, which . Such notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant Option is being to be exercised (plus any and the date of delivery thereof, which date shall be at least 15 days after the giving of such notice unless an earlier date shall have been mutually agreed upon; PROVIDED, HOWEVER, THAT NO SUCH EXERCISE MAY OCCUR DURING ANY PERIOD WHICH THE COMMITTEE HAS DESIGNATED IN WRITING AS A PROHIBITED EXERCISE PERIOD. On such delivery date, the Grantee shall pay the applicable issue or transfer taxes) (the “Aggregate Exercise Price”). In the event exercise price in cash, by surrender of any exercise Shares of the rights represented by this Warrant Company at their fair market value on the date of delivery or pursuant to a loan from the Company in compliance with this Section 1.2 or in compliance accordance with Section 1.3 below5(g) of the Plan. Upon such payment, the Company shall on deliver to the third (3rd) business day following Grantee at the date of receipt by it of each then executive office of the Exercise FormCompany, this Warrant (or an indemnification undertaking with respect such other place as may be mutually acceptable to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculationGrantee, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing for such Warrant Shares out of heretofore unissued Shares or reacquired Shares, as the Company may elect. On and after the date of the initial registration of the Company's securities under Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), in lieu of the foregoing, such notice may instruct the Company to deliver Shares due upon the exercise of the Option to any registered broker or dealer in lieu of delivery to the Grantee. Such instructions must designate the account into which the Shares are to be deposited. The Grantee may tender this notice of exercise, which has been properly executed by the Grantee, and the aforementioned delivery instructions to any broker or dealer. The obligation of the Company to deliver Shares upon such exercise of the Option shall be subject to all applicable laws, rules, regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including, among other things, such steps as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. All obligations of the Company hereunder shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes. If the Grantee fails to accept delivery of, or to pay for, any of the Shares specified in such notice upon tender of delivery thereof, the Grantee's right to purchase such undelivered Shares may be terminated, at the sole discretion of the Board. The date that notice of an election to exercise is received by the Company shall be deemed the date of exercise hereunder.

Exercise Procedures. (ai) Subject to the terms and conditions hereof, The purchase rights represented by this Warrant may shall be deemed exercised by the Holder hereof then registered on the books of the Companydelivery before 5:00 P.M., pro rata as hereinafter providedEastern Time, at any time on any business day on or after the opening of business on such business day, commencing on the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in of all of the manner provided in Section 13 hereof, of following: (a) a written noticesigned copy of the Election to Consent, Participate and Exercise Warrant (as defined in the Offer to Amend and Exercise Warrants to Purchase Common Stock dated October 28, 2016 (the “Offer to Amend and Exercise”)), (b) a signed copy of an Accredited Investor Questionnaire (in the form attached as Exhibit A hereto (required by the “Exercise Form”Offer to Amend and Exercise), (c) the original copy of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant Affidavit of Loss and Indemnification Agreement in the case of its loss, theft or destructionform required by the Offer to Amend and Exercise) for cancellation, and (iid) payment by wire transfer of immediately available funds or by certified or official bank check payable to cash in the order of the Company of an amount equal to the $0.50 per Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, exercised multiplied by the number of Warrant Shares Warrants the Holder elects to exercise (at collectively, the applicable Warrant “Acceptance and Exercise Price) as Documents ”). The cash may be tendered in the form of a check payable to which this Warrant is being exercised (plus any applicable issue or transfer taxes) Delaware Trust Company (the “Aggregate Exercise PriceEscrow Agent”), as Escrow Agent for the Company, or by wire transfer to the Company’s escrow account at the Escrow Agent, as set forth in the Election to Consent, Participate and Exercise Warrant. In Each of the event Acceptance and Exercise Documents must be properly delivered, before the Expiration Date to: Enumeral Biomedical Holdings, Inc., 200 XxxxxxxxxXxxx Xxxxx, Xxxxx 0000, Xxxxxxxxx, XX 00000, Attention: Corporate Secretary (or in the case of any the cash exercise price, pursuant to the wire or check delivery instructions set forth in the Election to Consent, Participate and Exercise Warrant). This Amendment shall be deemed ineffective and null and void if all of the Acceptance and Exercise Documents are not delivered in accordance herewith prior to 5:00 P.M., Eastern Time, on the Expiration Date. (ii) Upon the exercise of the rights represented by this Warrant in compliance with this the provisions of Section 1.2 or in compliance with Section 1.3 below, the Company shall on the third (3rd1(a) business day following the date of receipt by it of each of the Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible, issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such request. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price or the arithmetic calculation of the number of Warrant Shareshereof, the Company shall promptly issue and deliver to the Holder person or persons entitled to receive the same a certificate or certificates for that number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Sharesexercise.”

Exercise Procedures. (ai) Subject to the terms and conditions hereof, While this Warrant may be exercised by remains outstanding and exercisable in accordance with Section 1(a), the Holder hereof then registered on the books may exercise any portion of the Company, pro rata as hereinafter provided, this Warrant in whole or in part at any time on any business day on or after and from time to time by: (A) delivery to the opening Company of business on such business day, commencing on a duly executed copy of the Vesting Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in Section 13 hereof, Notice of (a) a written notice, in the form Exercise attached as Exhibit A hereto A; (the “Exercise Form”), B) surrender of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, and (b) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, and (ii) payment by wire transfer of immediately available funds or by certified or official bank check payable to the order Secretary of the Company of an amount equal at its principal offices or at such other office or agency as the Company may specify in writing to the Warrant Holder; and (C) payment of the then-applicable Exercise Price(s) applicable to the Warrant Shares being purchased, Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the Warrant (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (such amount, the “Aggregate Exercise Price”). In ) made in the event form of any cash, or by certified check, bank draft or money order payable in lawful money of the United States of America or in the form of a net issuance exercise permitted and provided for in Section 1(e) below. (ii) Upon the exercise of the rights represented by this Warrant in compliance with the provisions of this Section 1.2 or in compliance with Section 1.3 below1(b), the Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall be effective immediately prior to the close of business on the third date (3rdthe “Date of Exercise”) business day that the conditions set forth in Section 1(b) have been satisfied, as the case may be. On the first Business Day following the date of receipt by it of on which the Company has received each of the Notice of Exercise Form, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the Aggregate Exercise Price (together, the “Exercise Delivery Documents”) either: · if ), the Common Stock is DTC eligible, credit such aggregate number Company shall transmit an acknowledgment of shares receipt of Common Stock the Exercise Delivery Documents to the Company’s transfer agent (the “Transfer Agent”). On or before the fifth Business Day following the date on which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company; or · if the Holder who submitted the Exercise Form requested physical delivery of any or Company has received all of the Warrant SharesExercise Delivery Documents (the “Share Delivery Date”), or, if the Common Stock is not DTC eligible, Company shall issue and surrender to a common carrier for dispatch by overnight delivery courier to the address as specified in the Exercise FormNotice of Exercise, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be is entitled pursuant to such requestexercise unless the Holder instructs the Company to issue the Shares in “book-entry” format. Upon delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. In the case of a dispute as to the determination , irrespective of the Warrant Exercise Price or the arithmetic calculation date of delivery of the number certificates or of Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within three (3) business day of receipt of the Holder’s Exercise Form. If the Holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the number of Warrant Shares within three (3) business day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the number of Warrant Shares to its independent, outside accountant. The Company shall cause such investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than forty“book-eight (48) hours from the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent manifest error. (b) If within five (5) business days after the Company's receipt of the Exercise Delivery Documents the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder, and if on or after such fifth (5th) business day the Holder purchases (in an open market transaction or otherwise) the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing entry” notation evidencing such Warrant Shares.