Common use of Exercise Clause in Contracts

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the Agent for the purchase of any of the Shares for which this Warrant is then exercisable pursuant to Section l(b) hereof in whole or in part, upon delivery of written notice of intent to the Company of a at the following address: 0000 Xxxx Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxx 00000 or such other address as the Company shall designate in written notice of such exercise pursuant to the notice procedures set forth Agent, together with this Warrant and payment (in the manner described in Section 7 hereof3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Agent a certificate or certificates for the total number of whole Shares for which notice this Warrant is being exercised in such names and denominations as are requested by the Agent. If this Warrant shall specify be exercised with respect to less than all of the Shares, the Agent shall be entitled to receive a new Warrant covering the number of Option Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant may be made (i) by the "Purchased Shares") and delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price for such shares of the Shares to be purchased of (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (aii) by delivery of this Warrant and a notice that the delivery Agent wished to the Company make an exercise of a certificate or certificates representing shares Warrants for "Net Warrant Shares". The number of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares Net Warrant Shares to be valued on issued in the basis case of (b)(ii) shall be determined as described by the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company following formula: Net Warrant Shares = [WS x (MP-EP)]/MP. "WS" is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares Warrant Shares issuable upon exercise of the Warrants or portion of Warrants being exercised. "MP" is the closing Market Price of the Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on last trading day preceding the date of request to exercise the Warrants is received by the Company, as reported by The Nasdaq Stock Market or such exercise) of other exchange or quotation system on which the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing may be listed or acquiring such shares of Common Stockquoted. The balance of "EP" shall mean the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsShares to be purchased.

Exercise. (a) The Option shall be exercisable during Optionee's lifetime only warrants represented by Optionee this Certificate (the "Warrants") are exercisable, in whole or in part, by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery surrendering to the Company (i) this Certificate, (ii) the attached form of a written notice of such exercise pursuant of the Warrants, and (iii) unless the Holder elects "cashless exercise" of the Warrants, cash or a certified or official bank check in the amount of the aggregate Exercise Price. In the event the Holder elects cashless exercise of the Warrants, the Holder shall be entitled to receive a number of shares of Common Stock equal in Market Value to the notice procedures set forth in Section 7 hereof, which notice shall specify difference between the number Market Value of Option Shares to be purchased (the "Purchased Shares") shares of Common Stock issuable upon exercise of the Warrants and the aggregate cash Exercise Price for such shares (the thereof. For purposes of this Section 2, "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery Market Value" shall be an amount equal to the Company average of the closing sales price of a certificate or certificates representing shares share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to Stock for the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance ten (such shares to be valued on 10) days immediately preceding the basis Company's receipt of the aggregate Fair Market Value thereof on the date form of such exercise)notice of exercise duly executed, provided that the Company is not then prohibited from purchasing via delivery or acquiring such shares of Common Stock; and/or (b) facsimile, multiplied by reducing the number of shares of Common Stock to be issued upon exercise. Upon surrender of this Certificate and delivered to Optionee upon such the notice of exercise (such reduction to be valued on the basis form duly executed, together with payment of the aggregate Fair Market Value (determined on Exercise Price for the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise)purchased, provided that the Company is not then prohibited from purchasing promptly shall send or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant cause to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable sent to the Company. The Optionee will be obligated to pay Holder a certificate or certificates representing the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficiallypurchased. Upon the exercise of less than all of the Warrants evidenced by this Certificate, has the power Company promptly shall send to dispose the Holder a new Warrant Certificate representing the unexercised portion of those shares the Warrants. (b) The Warrants shall not be exercisable until the Company shall have filed with the State of Maryland Department of Assessments and such disposition contemplated by Taxation (athe "Department") above would not constitute a "disqualifying disposition" an amendment of the Company's charter increasing the number of shares resulting in a loss Common Stock that it is authorized to issue to at least 35 million shares. If the Company has not filed such amendment with the Department by April 30, 1998 (or such later date as may be unanimously agreed by the parties to that certain Preferred Share and Warrant Purchase Agreement dated as of December 4, 1997 by and among the special tax treatment afforded incentive stock optionsCompany, CAI Advisors & Co. and Astero Cephac S.A. (the "Agreement")), the Warrants and the Holder's rights hereunder shall terminate.

Exercise. The Option shall (a) Payment upon exercise may be exercisable during Optionee's lifetime only by Optionee made at the option of the Holder either in (i) cash, wire transfer or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth applicable aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon exercise of the Warrants in accordance with Section 7 hereof(b) below or (iii) by a combination of any of the foregoing methods, which notice shall specify for the number of Option Shares Common Stock specified in such form (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), Other Securities) determined as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orherein. (b) In lieu of exercising this Warrant for cash, wire transfer or certified or official bank cheque, the holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Subscription Form in which event the Company shall issue to the holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --------- A Where X= the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis holder Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A= the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise calculation) B= Purchase Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionscalculation).

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representativeSubject to the limitations set forth in Section 3, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option this Warrant may only be exercised by the delivery Holder hereof at any time during the Warrant Exercise Period by surrender of this Warrant to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice")at its principal office, together with payment in full (i) the form of subscription at the end hereof duly executed by such aggregate Exercise Price Holder, (ii) such other documents, statements, subscription agreements or other items as follows: (a) may be reasonably requested by the delivery Company in furtherance of its requirements pursuant to Section 3 below, and (iii) payment, by certified or official bank check payable to the Company order of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title or by wire transfer to such sharesits account, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on in the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) amount obtained by reducing multiplying the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company for which this Warrant is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of being exercised by the Exercise Price not paid by an exchange of shares pursuant to then in effect (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to such amount, the Company. The Optionee will be obligated "EXERCISE PAYMENT"), except that the Holder may, at its option, elect to pay the Exercise Price in Payment by canceling a portion of this Warrant that is equal to the manner contemplated number of shares determined by dividing the Exercise Payment by (ai) and/or the Current Market Price as of the date of exercise or (bii) above and will be permitted to pay if the Exercise Current Market Price in cash only to the extent that it cannot be paid determined because the Common Stock is not listed or admitted to unlisted trading on the New York Stock Exchange, another national securities exchange, or the National Market System, the Estimated Current Market Price (as hereinafter defined) (such manner of payment, a "NON-CASH EXERCISE PAYMENT"). The "ESTIMATED CURRENT MARKET PRICE" means the amount most recently determined by the Company's Board of Directors in its reasonable discretion to represent the manner provided in fair market value per share of the Common Stock (aincluding without limitation a determination for purpose of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). Upon request of the Holder, the Company's Board of Directors (or a representative thereof) and (b) aboveshall promptly notify the Holder of the Estimated Current Market Price. Notwithstanding the foregoing, if the Optionee Company's Board of Directors has not made such a determination within the three-month period prior to an exercise of the Warrant in which the Holder has elected to make a Non-Cash Exercise Payment, then (A) the Estimated Current Market Price shall be obligated the amount next determined by the Company's Board of Directors in its reasonable discretion to pay represent the Exercise Price fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Company's Board of Directors shall make such a determination within 15 days of a request by the Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection shall be delayed until such determination is made. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor and dated September 26, 1995, in the manner contemplated name of the Holder hereof or as such Holder (upon payment by (asuch Holder of any applicable transfer taxes) above only to may request, calling in the extent that he aggregate on the face or she owns faces thereof for the number of shares of Common Stock beneficially, has equal (without giving effect to any adjustment therein) to the power to dispose number of those such shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" called for on the face of shares resulting in a loss this Warrant minus the sum of the special tax treatment afforded incentive stock optionsnumber of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised (including by way of a Non-Cash Exercise Payment).

Exercise. The Option (a) These Options shall be exercisable during Optionee's lifetime only exercised, as to the vested shares, by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a (a) written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify stating the number of Option Shares to be being purchased (the "Purchased Shares"in whole shares only) and such other information set forth on the aggregate form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Exercise Price for such shares (of the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) Option Shares covered by the delivery notice, unless Recipient elects to exercise the Company cashless exercise option set forth in Section 6(b) below, in which case no payment will be required (or such other consideration as has been approved by the Board consistent with the Plan). These Options shall are not assignable or transferable, except by will or by the laws of a certificate descent and distribution, and shall be exercisable only by Recipient during his or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orher lifetime. (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable Anything herein to the Company. The Optionee will be obligated contrary notwithstanding, to pay the Exercise Price in the manner contemplated by (a) and/or (b) above extent and will be permitted to pay the Exercise Price in cash only to the extent that it canvested, the Options may also be exercised (as to the Option Shares vested) at such time by means of a “cashless exercise” in which the Recipient shall be entitled to receive a certificate for the number of Option Shares equal to the quotient obtained by dividing: [(A-B) (X)] by (A), where: (A) equals the average of the closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid in by the manner provided in Company; (aB) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay equals the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.Option, as adjusted from time to time in accordance herewith; and (X) equals the number of vested Option Shares issuable upon exercise of these Options in accordance with the terms of the Options by means of a cash exercise rather than a cashless exercise (or, if the Option is being exercised only as to a portion of the shares as to which it has vested, the portion of the Options being exercised at the time the cashless exercise is made pursuant to this Section 6). For purposes of this Agreement:

Exercise. The This Option shall be exercisable during Optionee's lifetime only when and to the extent vested in accordance with Section 1. Each election to exercise this Option shall be in writing, signed by Optionee the Participant or by his the Participant’s executor or her guardian administrator or legal representative, and after Optionee's death only by the person or entity entitled persons to do so under Optionee's last whom this Option is transferred by will or the applicable laws of descent and testament or applicable intestate law. The distribution (collectively, the “Option may only be exercised Holder”), and received by the delivery to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereofat its principal office, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") accompanied by this certificate and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise as provided in the Plan. Subject to the further terms and conditions provided in the Plan, the Option Price may be paid as follows: : (a) by delivery of cash or check acceptable to the Committee; (b) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased; provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee); (c) partly in cash and partly in such Shares; (d) if there is a public market for the Shares at such time, through delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of a certificate or certificates representing shares proceeds of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers such sale equal to the aggregate Option Price for the Shares being purchased; or (e) through net settlement in Shares. In the event this Option is exercised by an Option Holder other than the Participant, the Company good will be under no obligation to deliver Shares hereunder unless and valid title until it is satisfied as to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis authority of the aggregate Fair Market Value thereof on the date of such exercise), provided that Option Holder to exercise this Option. The Option Holder may elect to satisfy applicable minimum tax withholding requirements by having the Company is not then prohibited withhold from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to that otherwise would be issued and delivered to Optionee upon such on exercise (such reduction to be valued on the basis that number of the shares of Stock having an aggregate Fair Market Value (determined on equal to the date of amount required to satisfy minimum tax withholding requirements. Any fractional shares required to be withheld to satisfy such exerciseobligation(s) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid rounded up to the next whole share with the excess withheld amount payable in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsOption Holder.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Exercise Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares issued upon such exercise. (b) The Registered Holder may, at its option, elect to be purchased (pay some or all of the "Purchased Shares") and the aggregate Exercise Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such shares number of Warrant Shares as is determined by dividing (i) the total Exercise Price payable in respect of the number of Warrant Shares being issued upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 2(c) below (the "Exercise NoticeDate"), together with payment in full of such aggregate ) over the Exercise Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares issuable pursuant to this method, then the number of Warrant Shares so issuable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the last reported sale price per share of Common Stock thereon for the ten consecutive trading days ending on the day immediately prior to the Exercise Date; (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined in good faith by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within a forty-five day period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be obligated the amount next determined in good faith by the Board of Directors to pay represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 2(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 2(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 4 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Exercise Price payable upon such exercise pursuant to subsection 2(b) above. (e) Notwithstanding the foregoing, the Warrant shall become immediately exercisable by the Registered Holder upon (i) the occurrence of an Event of Default (as defined in the manner contemplated Second Extension Agreement dated March 11, 1999 by and among the Registered Holder, Fleet Bank-N.H., the Company and certain of its subsidiaries (athe "Second Extension Agreement")) above only or (ii) the mailing date of written notice by the Company of its intention to the extent that he or she owns shares of Common Stock beneficially, has the power exercise its right under Section 8 to dispose of those shares and such disposition contemplated by redeem Available Warrant Shares (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsas defined under subsection 8(a)).

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only by Optionee made either (i) in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section 7 hereof(b) below, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), Other Securities) determined as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orherein. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B)/A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B = Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised only to the extent the Option is vested, unless otherwise agreed to by the Administrator, and may be exercised only by the delivery to the Company of a properly completed written notice of such exercise pursuant notice, in form satisfactory to the notice procedures set forth in Section 7 hereofAdministrator, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Option Price for such shares (the "Exercise Notice")shares, together with payment in full of such aggregate Exercise Option Price. Payment shall only be made as specified in the Plan. If any part of the payment of the Option Price is made in shares of Stock, such shares shall be valued by using their Fair Market Value as follows: of the date of exercise of the Option. The Option may not be exercised unless the Participant (a) by enters into (i) a restricted stock agreement covering the delivery to shares of Stock issuable upon exercise of the Option (a "Restricted Stock Agreement") and (ii) any other document (a "Private Issuance Document") the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers determines necessary to ensure that the Company good and valid title Option Shares are issued pursuant to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on an available exemption from the basis registration requirements of the aggregate Fair Market Value thereof on Securities Act of 1933, as amended (the date of such exercise"Securities Act"), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise)applicable state securities laws, provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) abovethere has been compliance with all the preceding provisions of this Section 2. For all purposes of this Stock Option Agreement, the date of the exercise of the Option shall be the date upon which there is compliance with all such requirements. Notwithstanding the foregoing, the Optionee Participant shall not be obligated required to pay enter into a Restricted Stock Agreement or a Private Issuance Document upon exercise of the Exercise Price Option in the manner contemplated by event that, at the time of such exercise, (a) above only the Option is fully vested as to the extent Option Shares being purchased, (b) the Company has consummated an initial public offering of the Stock registered under the Securities Act, and (c) there is an effective Registration Statement on Form S-8 of the Company under the Securities Act covering the issuance of the Option Shares upon exercise of the Option. The Participant acknowledges and agrees that he or she owns shares the Restricted Stock Agreement may include such provisions as the Administrator in its sole discretion may determine to be desirable including, without limitation, restrictions on transfer, rights of Common Stock beneficiallyfirst refusal of the Company, has Company repurchase rights that may be exercised at any time and for any reason, including repurchases under specified circumstances that will result in the power to dispose Participant not realizing any gain from the purchase of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" the shares, deferred payment for the purchase of shares resulting in a loss from the Participant, rights to require sale of the special tax treatment afforded incentive stock optionsshares in the event of a change in control of the Company, and limitations on sales immediately following an initial public offering. Except as provided above, exercise of the Option and issuance of the underlying Option Shares will be conditioned upon the Participant's (i) acknowledgment that the Participant has read and understands the terms and provisions of the Restricted Stock Agreement and enters into such Restricted Stock Agreement voluntarily with an intent to be bound by its provisions, and (ii) delivery of executed copies of the Restricted Stock Agreement to the Administrator. The Option shall be transferable only to, and shall be exercisable only by, such persons permitted in accordance with Section 4(e) of the Plan.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be purchased equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the "Purchased Shares"total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the aggregate denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Price for such shares (the "Exercise Notice"), together with payment in full Date. The Fair Market Value per share of such aggregate Exercise Price Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange, the Nasdaq Capital Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Capital Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be obligated delayed until such determination is made. (c) Notwithstanding anything to pay the contrary herein, each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on such day which is 61 days subsequent to the date on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (such subsequent day the “Exercise Date”). On the Exercise Price Date and not before, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. Prior to the Exercise Date such person or persons shall continue to be deemed to be owners of this Warrant and not of any corresponding underlying Warrant Shares. Provided this Warrant is surrendered on or prior to the Expiration Date, this Warrant may be exercised in accordance with the terms and conditions herein notwithstanding the fact that the Exercise Date may be later than the Expiration Date. This Section 1(c) shall survive the termination or voiding of this Warrant and continue in full force and effect. (d) As soon as practicable after the exercise of this Warrant in full or in part on the Exercise Date, and in any event within 3 business days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only the number of such shares purchased by the Registered Holder upon such exercise and paid for in cash pursuant to subsection 1(a) (if any) plus (b) the extent that he or she owns shares number of Common Stock beneficially, has Warrant Shares (if any) covered by the power to dispose portion of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant cancelled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. The Option shall (a) To exercise this Warrant, the Holder must deliver a duly completed Exercise Note in the form of Exhibit A hereto, and payment therefor to the Company. Promptly upon exercise of this Warrant, the Holder must deliver the original Warrant to the Company. Payment may be exercisable during Optionee's lifetime only by Optionee made either (i) in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in Section 7 hereofsubsection (b) below, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), Other Securities) determined as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orherein. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice selecting this Section 2.2(b) method in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company’s Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of calculation) B = the Exercise Price not paid by an exchange of shares pursuant to per share (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall Payment may be exercisable during Optionee's lifetime only by Optionee made either (i) in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 7 hereof2.2, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers Other Securities) determined as provided herein. Notwithstanding any provisions herein to the Company good and valid title to such sharescontrary, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on if the basis of the aggregate Fair Market Value thereof on of one share of Common Stock is greater than the Exercise Price (at the date of such exercisecalculation as set forth below), provided that in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company is not then prohibited from purchasing or acquiring such together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock; and/or Stock computed using the following formula: X=Y (bA-B) by reducing Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company’s Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B = Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only by Optionee made either (i) in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in Section 7 hereofsubsection (b) below, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), Other Securities) determined as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orherein. (b) Notwithstanding any provisions herein to the contrary, if (i) shares of Common Stock to be issued upon the exercise of this Warrant have not been registered on a Registration Statement (as defined in the Registration Rights Agreement) that remains effective at the time of exercise of this Warrant (but only to the extent that this Warrant is exercised after the Effectiveness Date (as defined in the Registration Rights Agreement)) and (ii) the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Where X = Y = A = B = Y(A-B) A the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise the Holder the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on at the date of such exercisecalculation) the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of calculation) the Exercise Price not paid by an exchange of shares pursuant to per share (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee Holder may exercise this Warrant at any time or by his or her guardian or legal representative, times from and after Optionee's death only by the person or entity entitled to do so under Optionee's last will Original Issuance Date through and testament or applicable intestate law. The Option may only be exercised by including the delivery to Expiration Date on any Business Day for the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the full number of Option Shares to be purchased (shares of Common Stock called for hereby by surrendering this Warrant at the "Purchased Shares") and Principal Office with the aggregate Exercise Price for such shares (the "Exercise Notice")subscription form duly executed, together with payment in full of such aggregate Exercise Price as follows: an amount equal to (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock called for on the face of this Warrant multiplied by (b) the Exercise Price. Payment of the Exercise Price may be made, at Holder’s choosing, either: (a) in cash if such Holder is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Act (as defined below)) on the date of exercise or (b) by a cashless exercise. Under a cashless exercise, the Holder shall be entitled to receive a certificate for that number of shares of Common Stock which is equal to the difference of (i) the number of Warrants being exercised minus (ii) the quotient obtained by dividing (x) the product of the Exercise Price times the number of Warrants being exercised by (y) the Fair Market Value (as defined below) per share of the Common Stock. This Warrant may be issued exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole and delivered the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant, in accordance with the terms hereof, this Warrant shall be surrendered, and without any charge, the Company shall issue to Optionee the Holder a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise (each a “Warrant Share” and, collectively, the “Warrant Shares”) shall be treated for all purposes as the holder of such reduction to be valued on the basis shares of record as of the aggregate close of business on such date. Within three (3) Business Days after such date, the Company shall issue and deliver to the person, or persons, entitled to receive the same a certificate or certificates for the number of Warrant Shares issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (determined on the date of such exercise) exercise of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares one full share of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representativeSubject to the limitations set forth in Section 3, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option this Warrant may only be exercised by the delivery Holder hereof at any time during the Warrant Exercise Period by surrender of this Warrant to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice")at its principal office, together with payment in full (i) the form of subscription at the end hereof duly executed by such aggregate Exercise Price Holder, (ii) such other documents, statements, subscription agreements or other items as follows: (a) may be reasonably requested by the delivery Company in furtherance of its requirements pursuant to Section 3 below, and (iii) payment, by certified or official bank check payable to the Company order of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title or by wire transfer to such sharesits account, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on in the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) amount obtained by reducing multiplying the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company for which this Warrant is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of being exercised by the Exercise Price not paid by an exchange of shares pursuant to then in effect (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to such amount, the Company. The Optionee will be obligated "Exercise Payment"), except that the Holder may, at its option, elect to pay the Exercise Price in Payment by canceling a portion of this Warrant that is equal to the manner contemplated number of shares determined by dividing the Exercise Payment by (ai) and/or the Current Market Price as of the date of exercise or (bii) above and will be permitted to pay if the Exercise Current Market Price in cash only to the extent that it cannot be paid determined because the Common Stock is not listed or admitted to unlisted trading on the New York Stock Exchange, another national securities exchange, or the National Market System, the Estimated Current Market Price (as hereinafter defined) (such manner of payment, a "Non-Cash Exercise Payment"). The "Estimated Current Market Price" means the amount most recently determined by the Company's Board of Directors in its reasonable discretion to represent the manner provided in fair market value per share of the Common Stock (aincluding without limitation a determination for purpose of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). Upon request of the Holder, the Company's Board of Directors (or a representative thereof) and (b) aboveshall promptly notify the Holder of the Estimated Current Market Price. Notwithstanding the foregoing, if the Optionee Company's Board of Directors has not made such a determination within the three-month period prior to an exercise of the Warrant in which the Holder has elected to make a Non-Cash Exercise Payment, then (A) the Estimated Current Market Price shall be obligated the amount next determined by the Company's Board of Directors in its reasonable discretion to pay represent the Exercise Price fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Company's Board of Directors shall make such a determination within 15 days of a request by the Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection shall be delayed until such determination is made. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor and dated as of the date of this Warrant, in the manner contemplated name of the Holder hereof or as such Holder (upon payment by (asuch Holder of any applicable transfer taxes) above only to may request, calling in the extent that he aggregate on the face or she owns faces thereof for the number of shares of Common Stock beneficially, has equal (without giving effect to any adjustment therein) to the power to dispose number of those such shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" called for on the face of shares resulting in a loss this Warrant minus the sum of the special tax treatment afforded incentive stock optionsnumber of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised (including by way of a Non-Cash Exercise Payment).

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option Warrants may only be exercised by the delivery Warrant Holder, in whole or in part, by delivering the Notice of Exercise purchase form, attached as Exhibit A hereto, duly executed by the Warrant Holder to the Company of a written notice of at its principal office, or at such exercise pursuant other office as the Company may designate, accompanied by payment, in cash or by wire transfer or check payable to the notice procedures set forth in Section 7 hereoforder of the Company, which notice shall specify of the amount obtained by multiplying the number of Option Shares to be purchased designated in the Notice of Exercise by the Exercise Price (the "Purchased Shares") and the aggregate Exercise “Purchase Price”). The Purchase Price for such shares (the "Exercise Notice")may also be paid, together with payment in full whole or in part, by delivery of such aggregate Exercise Price as follows: (a) by the delivery to the Company purchase form and of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied Stock owned by the Warrant Holder having a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof (as defined in Section 2.3 hereof) on the date last trading day ending the day immediately preceding the Exercise Date (as defined below) equal to the portion of the Purchase Price being paid in such shares. In addition, the Warrants may be exercised, pursuant to a cashless exercise), provided that by providing irrevocable instructions to the Company is not then prohibited from purchasing or acquiring such shares Company, through delivery of Common Stock; and/or (b) by reducing the aforesaid purchase form with an appropriate reference to this Section 2.1 to issue the number of shares of the Common Stock equal to be issued and delivered the product of (a) the number of shares as to Optionee upon such exercise which the Warrants are being exercised multiplied by (such reduction to be valued on b) a fraction, the basis numerator of which is the aggregate Fair Market Value (determined of a share of the Common Stock on the date of such exercise) of last business day preceding the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of Exercise Date less the Exercise Price not paid by an exchange therefore and the denominator of shares which is such Fair Market Value. For purposes hereof, “Exercise Date” shall mean the date on which all deliveries required to be made to the Company upon exercise of Warrants pursuant to (a) or (b) above this Section 2.1 shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionshave been made.

Exercise. The (a) Only the vested portion of the Option shall may be exercised and, subject to the limitations in Section 2 and to this Section 4, the Option may be exercised as to the portion that is then vested at any time and from time to time until the Option expires or is terminated. (b) Except as otherwise provided in Paragraph 8, the Option may be exercisable during OptioneeParticipant's lifetime only by Optionee Participant or by his or her Participant's guardian or legal representativerepresentative and, and after OptioneeParticipant's death death, only by the person or entity entitled to do so under OptioneeParticipant's last will and testament or applicable intestate law. . (c) The Option may only be exercised by the delivery to the Company of a written notice of such exercise pursuant to (the notice procedures set forth in Section 7 hereof"Exercise Notice"), which notice shall must specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice")shares, together with payment in full of such aggregate Exercise Price as followsin cash or by check payable to the Company; provided, however, that payment of such aggregate Exercise Price may instead be made, in whole or in part, by one or more of the following means selected by Participant in his or her sole discretion: (ai) by the delivery to the Company of a certificate or certificates representing shares of Common StockStock that are "mature" shares (as that term is used in Bulletin No. 84-18 of the Emerging Issues Task Force of the Financial Accounting Standards Board), duly endorsed or accompanied by a duly executed stock powerpowers, which delivery effectively transfers to the Company good and valid title to such sharesthose shares of Common Stock, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares of Common Stock to be valued on the basis of the aggregate "Fair Market Value thereof Value" (defined in the Plan) on the date Participant delivers his or her Exercise Notice applicable to that exercise to the Company (the "Option Determination Date")); or (ii) the delivery, concurrently with the exercise and in accordance with Section 220.3(e)(4) of such exerciseRegulation T promulgated under the Securities Exchange Act of 1934, as amended (or, if applicable, any successor Section), provided that of a properly executed Exercise Notice and irrevocable instructions to a broker promptly to deliver to the Company is not then prohibited from purchasing a specified dollar amount of the proceeds of a sale or acquiring such shares of Common Stock; and/or (b) a loan secured by reducing the number of shares of Common Stock to be issued and delivered to Optionee issuable upon such any exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsOption.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to be pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Purchased “Exercise Date”) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares", minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the aggregate denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Price for such shares (the "Exercise Notice"), together with payment in full Date. The Fair Market Value per share of such aggregate Exercise Price Common Stock shall be determined as follows: (ai) of the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be obligated the amount next determined by the Board of Directors to pay represent the Exercise Price fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only to the extent that he or she owns number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock beneficially, has Warrant Shares (if any) covered by the power to dispose portion of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant cancelled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. The Option shall This Warrant may be exercisable during Optionee's lifetime only by Optionee exercised, in whole at any time or by his or her guardian or legal representativein part from time to time, commencing on November 20, 1998 and after Optionee's death only prior to 5:00 P.M., Eastern Standard Time on November 20, 2000, by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised Holder of this Warrant by the delivery to surrender of this Warrant (with the Company of a written notice of such exercise pursuant to subscription form at the notice procedures end hereof duly executed) at the address set forth in Section 7 7(a) hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with proper payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value Aggregate Warrant Price, or the proportionate part thereof on the date of such exercise), provided that the Company if this Warrant is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stockexercised in part. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above Payment for Warrant Shares shall be paid in cash made by certified or by a cashier's or certified official bank check payable to the order of the Company. The Optionee If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid issue a certificate or certificates in the manner provided name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in (a) whole and (b) abovedeliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. Notwithstanding In lieu of any fractional share of the foregoingCommon Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by Company at its option may (a) above only pay in cash an amount equal to the extent that he or she owns shares product of (i) the daily mean average of the closing price of a share of Common Stock beneficially, has on the power to dispose ten consecutive trading days before the conversion date and (ii) such fraction of those shares and such disposition contemplated by a share or (ab) above would not constitute a "disqualifying disposition" issue an additional share of shares resulting in a loss Common Stock. Upon exercise of the special tax treatment afforded incentive stock optionsWarrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance.

Exercise. (A) The Option shall be exercisable during OptioneeParticipant's lifetime only by Optionee Participant or by his or her guardian or legal representative, and after OptioneeParticipant's death only by the person or entity entitled to do so under OptioneeParticipant's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereofexercise, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) in cash or by check payable to the Company; provided, however, that payment of such -------- ------- aggregate Exercise Price may instead be made, in whole or in part, by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock powerpowers, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value (as defined below) thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or. (bB) by reducing The "Fair Market Value" of a Common Share on any date (the number of shares of "Determination Date") shall be equal to the closing price per Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued Share on the basis business day immediately preceding the Determination Date, as reported in The Wall Street Journal, Western Edition, or, if no closing price was so reported for such immediately preceding business day, the closing price for the next preceding business day for which a closing price was so reported, or, if no closing price was so reported for any of the aggregate Fair Market Value (determined 30 business days immediately preceding the Determination Date, the average of the high bid and low asked prices per Common Share on the date business day immediately preceding the Determination Date in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such exercise) other system then in use, or, if the Common Shares were not quoted by any such organization on such immediately preceding business day, the average of the additional shares of Common Stock that would otherwise have been issued closing bid and delivered upon asked prices on such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or day as furnished by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price professional market maker making a market in the manner contemplated Common Shares selected by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsBoard.

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only by Optionee made (i) either in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures applicable aggregate Exercise Price, (ii) by delivery of Common Stock of the Company having a Fair Market Value equal to the Exercise Price, (iii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in Section 7 hereofsubsection (b) below, which notice shall specify or (iv) by a combination of any of the foregoing methods, for the number of Option Shares Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), Other Securities) determined as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orherein. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of calculation) B = the Exercise Price not paid by an exchange of shares pursuant to per share (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, 13.1.1 From and after Optionee's death the third anniversary of the Contribution Agreement Closing Date, in the event that: A. at any time there exists a Major Dispute (other than failure to agree on an Operating Budget or a Business Plan), in which case either Member may be an initiating party; or B. an Event of Bankruptcy shall occur or exist with respect to a Member or its direct or indirect parent entity, in which case only by the person other Member may be the initiating party, or entity entitled if, 13.1.2 at any time, the proviso in Section 8.1.2 applies, in which case only Waterford Member may be the initiating party, then the Member that is permitted to be the initiating party under this Section may exercise its right to initiate the provisions of this Article (the “Buy-Sell Option”). The Member desiring to exercise the Buy-Sell Option (“Offeror”) shall do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by giving notice (the delivery “Initiating Notice”) to the Company other Member (“Offeree”) setting forth a statement of a written notice of such exercise pursuant intent to invoke its rights under this Article, stating therein the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased aggregate dollar amount (the "Purchased Shares"“Valuation Amount”) and that Offeror would be willing to pay for the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full assets of such aggregate Exercise Price as follows: (a) by the delivery to the Company as of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, Buy-Sell Closing Date (hereinafter defined) free and clear of all liabilities (as if unencumbered), but subject to the rights of the Minority Interest Holders with respect to any pledgePart Owned Property. The only closing adjustments or prorations to the Valuation Amount shall be the amount of monetary payment obligation liabilities to which the Properties are subject and the pro rata adjustment to reflect any Minority Interests. Notwithstanding anything to the contrary contained in this Agreement, commitmentin no event will the purchase price paid for a Membership Interest pursuant to this Article be less than zero. After receipt of such notice, lien, claim or other encumbrance Offeree shall elect either to (such shares 1) sell its entire Membership Interest to be valued Offeror for an amount equal to the amount Offeree would have been entitled to receive if the Company had sold its assets for the Valuation Amount on the basis Buy-Sell Closing Date and the Company had immediately paid all Company liabilities and distributed the resulting Capital Proceeds to the Members in satisfaction of their interests in the Company pursuant to the liquidating provisions of Article 10 hereof, or (2) purchase the entire Membership Interest of Offeror for an amount equal to the amount Offeror would have been entitled to receive if the Company had sold all of its assets for the Valuation Amount on the Buy-Sell Closing Date and the Company had immediately paid all Company liabilities and distributed the resulting Capital Proceeds of the aggregate Fair Market Value thereof on sale to the date Members in satisfaction of such exercise), provided that their interests in the Company pursuant to the liquidating provisions of Article 10 hereof. If the Buy-Sell Option is exercised, then Offeree shall have 45 days after the giving of Offeror’s notice in which to exercise either of its options by giving written notice to Offeror. If Offeree does not then prohibited from purchasing elect to acquire Offeror’s Membership Interest within the 45-day period, Offeree shall be deemed to have elected to sell its interest to Offeror. Within 3 Business Days after an election has been made under this Section (whether deemed or otherwise) the acquiring such shares of Common Stock; and/or (b) Member shall deposit with an escrow agent selected by reducing the number of shares of Common Stock selling Member and reasonably acceptable to be issued and delivered the acquiring Member an exxxxxx money deposit in an amount equal to Optionee upon such exercise (such reduction to be valued on the basis 10% of the aggregate Fair Market Value (determined on amount the date of such exercise) selling Member is entitled to receive for its Membership Interest under this Section, which deposit will be applied to the purchase price at Closing. Only contemporaneously with the closing under this Article, the acquiring Member may assign its right to acquire the interest of the additional shares of Common Stock that would otherwise have been issued and delivered upon selling Member to another party designated by the acquiring Member so long as the acquiring Member remains liable for such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionspurchase.

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only by Optionee made either in (i) cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth applicable aggregate Exercise Price, (ii) by delivery of the Warrant, Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section 7 hereof(b) below, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such form (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), Other Securities) determined as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orherein. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A= the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B= Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option (a) Subject to subsection (b) below, payment shall be exercisable during Optionee's lifetime only by Optionee made in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the applicable aggregate Exercise Price for the number of Common Shares specified in such shares Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the "Exercise Notice"), together with payment in full total number of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers Stock issuable to the Company good Holder per the terms of this Warrant) and valid title the Holder shall thereupon be entitled to such sharesreceive the number of duly authorized, free validly issued, fully-paid and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such non-assessable shares of Common Stock; and/orStock (or Other Securities) determined as provided herein. (b) Notwithstanding any provisions herein to the contrary, in the event there is no effective registration statement with respect to the shares issuable upon exercise of this Warrant or a Default or an Event of Default (as such terms are defined in the Security Agreement dated as of the date hereof among the Holder and the Company, as amended, modified, restated and/or supplemented from time to time),) has occurred and is continuing, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company’s Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B = Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option Upon exercise of this Warrant, the Holder shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery pay to the Company of a written notice of such exercise pursuant an amount equal to the notice procedures set forth in Section 7 hereof, which notice shall specify the number product of Option Shares to be purchased (the "Purchased Shares"x) and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid multiplied by an exchange (y) the total number of shares Warrant Shares purchased pursuant to (a) this Warrant, by wire transfer or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the order of the Company. The Optionee will Holder shall be obligated deemed to pay have become the Exercise Price in holder of record of, and shall be treated for all purposes as the manner contemplated by record holder of, the Warrant Shares represented thereby (aand such Warrant Shares shall be deemed to have been issued) and/or (b) above and will be permitted to pay the Exercise Price in cash only immediately prior to the extent that it cannot be paid in close of business on the manner provided in (a) and (b) abovedate upon which this Warrant is exercised. Notwithstanding the foregoing, the Optionee Holder shall be obligated to pay have the right (the "RIGHT OF CASHLESS EXERCISE"), at its election, in lieu of delivering the Exercise Price in cash, to instruct the manner contemplated by Company in the Notice of Cashless Exercise to retain, in payment of the Exercise Price, that number of Warrant Shares that have an aggregate Fair Market Value (aas defined below) above only equal to the extent that he Exercise Price (the "PAYMENT SHARES") from the number of Warrant Shares as to which this Warrant is then being exercised. In the event the Holder elects to exercise its Right of Cashless Exercise, the Holder shall surrender this Warrant pursuant to the terms and conditions herein, together with the Notice of Exercise attached hereto, duly executed, and the Payment Shares shall be deducted from the Warrant Shares to be delivered to the Holder. "FAIR MARKET VALUE" means, as of any date, (i) if Warrant Shares are listed on a national securities exchange, the average of the closing sale price per share therefor on the securities exchange on which the greatest average volume of such shares are traded over the last ten (10) trading days before such date, (ii) if such shares are listed on The Nasdaq National Market but not on any national securities exchange, the average of the average of the closing bid and asked prices per share therefor over The Nasdaq National Market, for the last ten (10) trading days before such date, (iii) if such shares are not listed on either a national securities exchange or she owns shares The Nasdaq National Market, the average of the closing bid and asked prices per share therefor in the over the counter market over the last twenty (20) trading days before such date or, (iv) if no such sales or bid and asked prices are available, the fair market value of the Company per share of outstanding Common Stock beneficiallyas of such date, has as determined in good faith by the power to dispose Board of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss Directors of the special tax treatment afforded incentive stock optionsCompany.

Exercise. The Option shall Payment may be exercisable during Optionee's lifetime only by Optionee made either (i) in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in Section 7 hereofsubsection (b) below, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers Other Securities) determined as provided herein. Notwithstanding any provisions herein to the Company good and valid title to such sharescontrary, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on if the basis of the aggregate Fair Market Value thereof on of one share of Common Stock is greater than the Exercise Price (at the date of such exercisecalculation as set forth below), provided that in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company is not then prohibited from purchasing or acquiring such together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock; and/or (bStock computed using the following formula: X = Y(A-B) by reducing Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company’s Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of calculation) B = the Exercise Price not paid by an exchange of shares pursuant to per share (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall be exercisable during Optionee's -------- lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 6 hereof, which notice shall specify the number of Option option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as followsin cash or by a cashier's or certified bank check payable to the Company; provided, however, that payment of such aggregate Exercise Price may instead be made, in whole or in part: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock powerpowers, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value (as defined below) thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that (i) Optionee shall have obtained the prior written approval of the Administrator to pay the Exercise Price pursuant to the method set forth in this subsection (b), which approval may be withheld or granted at the Administrator's sole discretion, and (ii) the Company is not then prohibited from purchasing or acquiring such additional shares of Common Stock. The balance "Fair Market Value" of a share of Common Stock or other security on any day shall be equal to the last sale price, regular way, per share or unit of such other security on such day or, in case no such sale takes place on such day, the average of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid closing bid and asked prices, regular way, in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price either case as reported in the manner contemplated by (a) and/or (b) above and will be permitted principal consolidated transaction reporting system with respect to pay securities listed or admitted to trading on the Exercise Price in cash only to New York Stock Exchange or, if the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficiallyor such other security are not listed or admitted to trading on the New York Stock Exchange, has as reported in the power principal consolidated transaction reporting system with respect to dispose securities listed on the principal national securities exchange on which the shares of those Common Stock or such other security are listed or admitted to trading or, if the shares and of Common Stock or such disposition contemplated by (a) above would other securities are not constitute a "disqualifying disposition" of shares resulting in a loss listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the special tax treatment afforded incentive stock optionshigh bid and low asked prices in the over-the-counter market as reported by the National Association of Securities Dealers, Inc. automated quotations system or such other system then in use or, if on any such date the shares of Common Stock or such other security are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in shares of Common Stock or such other security selected by the Board of Directors.

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only made either (i) in cash, by Optionee official bank check or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery wire transfer of immediately available funds to the Company of a written notice of such exercise pursuant equal to the notice procedures set forth applicable aggregate Exercise Price, (ii) by delivery of the Warrant, Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section 7 hereof(b) below, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such form (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), Other Securities) determined as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orherein. (b) Notwithstanding any provisions herein to the contrary, if (i) the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below) and (ii) the Company does not then have an effective registration statement covering the resale of the Common Stock issuable upon exercise of this Warrant, then in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B)/A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A= the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B= Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall be purchase rights set forth in this Agreement are exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person Warrantholder, in whole or entity entitled in part, at any time, or from time to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery time, prior to the Company expiration of a written notice of such exercise pursuant to the notice procedures term set forth in Section 7 hereof2, which by tendering to the Company at its principal office a notice shall specify of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed, and the Purchase Price (payable in cash or check in the event the Warrantholder does not elect the Net Issuance (as defined below) method). Promptly upon receipt of the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) business days thereafter, the Company or its transfer agent shall, at the election of the Company, either (i) issue to the Warrantholder a certificate for the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed Stock purchased or accompanied by a duly executed stock power, which delivery effectively transfers (ii) credit the same via book entry to the Warrantholder, and the Company good and valid title shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to such sharesfuture purchases under this Warrant, free and clear if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of any pledge, commitment, lien, claim all or other encumbrance (such shares to be valued on the basis a portion of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such Warrant for shares of Common Stock; and/or Stock to be exercised under this Agreement and, if applicable, an amended Agreement setting forth the remaining number of shares purchasable hereunder, as determined below (b“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue whole numbers of shares of Common Stock in accordance with the following formula: X = Y(A-B) by reducing A Where: X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Warrantholder. Y = the number of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that requested to be exercised under this Agreement. A = the Company is not then prohibited from purchasing or acquiring such shares then-current fair market value of one (1) share of Common StockStock at the time of exercise of this Warrant. The balance B = the then-effective Exercise Price. For purposes of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoingcalculation, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns current fair market value of shares of Common Stock beneficiallyshall mean with respect to each share of Common Stock: (i) at all times when the Common Stock is traded on a national securities exchange, has inter-dealer quotation system or over-the-counter bulletin board service, the power fair market value of one (1) share of Common Stock shall be deemed to dispose be the volume-weighted average of those the closing prices over the five (5) consecutive trading days ending two (2) trading days before the day the current fair market value of the securities is being determined; (ii) if the exercise is in connection with a Merger Event, the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the outstanding shares of Common Stock pursuant to such Merger Event as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and such disposition contemplated (ii), the current fair market value of a share of Common Stock shall be determined in good faith by (a) above would not constitute a "disqualifying disposition" the Company’s Board of Directors. Upon partial exercise by either cash or Net Issuance prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares resulting in a loss purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to, the special tax treatment afforded incentive stock optionsEffective Date hereof.

Exercise. The Option shall be exercisable during Optionee's -------- lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 6 hereof, which notice shall specify the number of Option option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as followsin cash or by a cashier's or certified bank check payable to the Company; provided, however, that payment of such aggregate Exercise Price may instead be made, in whole or in part: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock powerpowers, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value (as defined below) thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that (i) Optionee shall have obtained the prior written approval of the Administrator to pay the Exercise Price pursuant to the method set forth in this subsection (b), which approval may be withheld or ganted at the Administrator's sole descretion, and (ii) the Company is not then prohibited from purchasing or acquiring such additional shares of Common Stock. The balance "Fair Market Value" of a share of Common Stock or other security on any day shall be equal to the last sale price, regular way, per share or unit of such other security on such day or, in case no such sale takes place on such day, the average of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid closing bid and asked prices, regular way, in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price either case as reported in the manner contemplated by (a) and/or (b) above and will be permitted principal consolidated transaction reporting system with respect to pay securities listed or admitted to trading on the Exercise Price in cash only to New York Stock Exchange or, if the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficiallyor such other security are not listed or admitted to trading on the New York Stock Exchange, has as reported in the power principal consolidated transaction reporting system with respect to dispose securities listed on the principal national securities exchange on which the shares of those Common Stock or such other security are listed or admitted to trading or, if the shares and of Common Stock or such disposition contemplated by (a) above would other securities are not constitute a "disqualifying disposition" of shares resulting in a loss listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the special tax treatment afforded incentive stock optionshigh bid and low asked prices in the over-the-counter market as reported by the National Association of Securities Dealers, Inc. automated quotations system or such other system then in use or, if on any such date the shares of Common Stock or such other security are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in shares of Common Stock or such other security selected by the Board of Directors.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative(a) Subject to the termination event and restrictions described herein, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option this Warrant may only be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder's successor by will or the laws of descent and distribution, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise, either in lawful money of the United States or by delivery to the Company of shares of Common Stock already owned by the Registered Holder having a written notice fair market value equal in amount to such purchase price. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such exercise pursuant to number of Warrant Shares as is determined by dividing (i) the notice procedures set forth total Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to be purchased (the "Purchased Shares"subsection 1(c) and the aggregate Exercise Price for such shares below (the "Exercise NoticeDate")) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, together with payment in full then the number of such aggregate Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Price Date. The Fair Market Value per share of Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most PAGE recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be obligated the amount next determined by the Board of Directors to pay represent the Exercise Price fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated by name of, and delivered to, the Registered Holder: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only to the extent that he or she owns number of such shares purchased by the Registered Holder upon such exercise, plus (b) the number of Common Stock beneficially, has Warrant Shares (if any) covered by the power to dispose portion of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant cancelled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above, plus (c) the number of Warrant Shares as to which this PAGE Warrant has previously been terminated pursuant to Section 2 below.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the exercise form appended hereto as EXHIBIT I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by reducing canceling a portion of this Warrant (i) If the number Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of shares the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be issued the average of the high and delivered to Optionee upon such exercise (such reduction to be valued low reported sale prices per share of Common Stock thereon on the basis of trading day immediately preceding the aggregate Exercise Date (provided that if no such price is reported on such day, the Fair Market Value (determined on the date of such exercise) of the additional shares per share of Common Stock that would otherwise have been issued and delivered upon such exerciseshall be determined pursuant to clause (ii), provided that ). (ii) If the Company Common Stock is not then prohibited from purchasing listed on a national securities exchange, the Nasdaq National Market or acquiring such shares another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be obligated delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to pay have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Price Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: 3 (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only to the extent that he or she owns number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock beneficially, has Warrant Shares (if any) covered by the power to dispose portion of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant canceled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to be purchased (pay some or all of the "Purchased Shares") and the aggregate Exercise Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such shares number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise NoticeDate")) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, together with payment in full then the number of such aggregate Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Price Date. The Fair Market Value per share of Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be obligated the amount next determined by the Board of Directors to pay represent the Exercise Price fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only to the extent that he or she owns number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock beneficially, has Warrant Shares (if any) covered by the power to dispose portion of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant cancelled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option This Warrant may only be exercised by the delivery Holder hereof by surrendering it to the Company of a written notice of such Company, with an exercise pursuant to notice, in the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares form attached hereto (the "Exercise Notice"), together with payment appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is exercised as follows (at the election of such aggregate Exercise Price as follows:the Holder): (ai) by the delivery with respect to the exercise of this Warrant on a "cash basis", by wire transfer of immediately available funds, in good certified check or good bank draft payable to the order of the Company; provided, that the Holder provides the information on the Exercise Notice that is reasonably necessary for the Company to issue the Warrant Shares in compliance with U.S. federal securities law; (ii) with respect to the exercise of this Warrant on a certificate or certificates representing "cashless basis" by surrendering this Warrant for that number of shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers Stock equal to the Company good and valid title to such shares, free and clear quotient obtained by dividing (x) the product of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise underlying this Warrant or any portion thereof being exercised (such reduction to be valued on at the basis election of the aggregate Holder), multiplied by the difference between the Fair Market Value and the Warrant Price by (determined y) the Fair Market Value. "Fair Market Value" means (A) if at the time of exercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, OTC Bulletin Board or any other national securities or over-the-counter exchange (each, an "Exchange"), then the average last sale price of a share of Common Stock for the ten trading days ending on the third trading day prior to the date on which notice of such exerciseexercise of this Warrant is sent to the Company (the "Exercise Date"); or (B) if at the time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the fair market value, of a share of Common Stock as shall be determined by the Board of Directors of the additional Company (the "Board") in its good faith judgment; provided, however, that notwithstanding the foregoing, the issuance of shares of Common Stock that would otherwise have been issued and delivered or other securities upon such exercise)the exercise of this Warrant shall be made without charge to the Holder for any issue in respect thereof; provided further, provided that however if at any time the Common Stock is not a "covered security" under Section 18(b) of the Securities Act, the Company is not then prohibited from purchasing or acquiring such shares may, at its option, require the exercise of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant this Warrant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute made on a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionscashless basis."

Exercise. The Option Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representativeadjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant); provided, however, that if at the time of delivery of an Exercise Notice the shares of Common Stock to be issued upon payment of the Exercise Price have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and after Optionee's death only are covered by an effective registration statement under the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option Securities Act, payment of the Exercise Price may only be exercised made pursuant to clause (i) above and may not be made pursuant to clause (ii) or (iii) above. Upon receipt by the delivery to the Company of a written notice an Exercise Notice and proper payment of such exercise pursuant the aggregate Exercise Price, the Holder shall thereupon be entitled to the notice procedures set forth in Section 7 hereof, which notice shall specify receive the number of Option Shares to be purchased (the "Purchased Shares") duly authorized, validly issued, fully-paid and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers Other Securities) determined as provided herein. Notwithstanding any provisions herein to the Company good and valid title to such sharescontrary, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on if the basis of the aggregate Fair Market Value thereof on of one share of Common Stock is greater than the Exercise Price (at the date of such exercisecalculation as set forth below), provided that in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company is not then prohibited from purchasing or acquiring such together with the properly endorsed Exercise Notice, in which event the Company shall issue to the Holder a number of shares of Common Stock; and/or Stock computed using the following formula: X=Y (bA-B) by reducing --------- A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of calculation) B = the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall This Warrant may be exercisable during Optionee's lifetime only by Optionee exercised, in whole at any time or by his or her guardian or legal representativein part from time to time, commencing on ___________ and after Optionee's death only prior to 5:00 P.M., Eastern Standard Time on _______________, by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised Holder of this Warrant by the delivery to surrender of this Warrant (with the Company of a written notice of such exercise pursuant to subscription form at the notice procedures end hereof duly executed) at the address set forth in Section 7 Subsection 10(a) hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with proper payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value Aggregate Warrant Price, or the proportionate part thereof on the date of such exercise), provided that the Company if this Warrant is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stockexercised in part. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above Payment for Warrant Shares shall be paid in cash made by certified or by a cashier's or certified official bank check payable to the order of the Company. The Optionee If this Warrant Exhibit 4.2 - Pg. 2 is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid issue a certificate or certificates in the manner provided name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in (a) whole and (b) abovedeliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. Notwithstanding In lieu of any fractional share of the foregoingCommon Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by Company at its option (a) above only may pay in cash an amount equal to the extent that he or she owns shares product of (i) the daily mean average of the Closing Price of a share of Common Stock beneficially, has on the power to dispose ten consecutive trading days before the Conversion Date and (ii) such fraction of those shares and such disposition contemplated by a share or (ab) above would not constitute a "disqualifying disposition" may issue an additional share of shares resulting in a loss Common Stock. Upon exercise of the special tax treatment afforded incentive stock optionsWarrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on _______ __, ____.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery Subject to the Company terms hereof, at any time during the Term, Warrant Holder may exercise this Warrant, in whole or in part, by delivery of a written notice Notice of such exercise pursuant Exercise to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice")Company, together with payment in full (if applicable) of such aggregate Exercise the Warrant Price as follows: (a) per Unit multiplied by the delivery number of Warrant Units then being purchased. The exercise of this Warrant shall be deemed to the Company have been concurrently effected from time to time with respect to that number of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers Units that is equivalent to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Class A Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exerciseas defined below) of the additional Warrant Holder that are exercised from time to time under the terms of the Pubco Warrant Agreement. Notwithstanding anything in this Warrant to the contrary, this Warrant may only be exercised in the event any holder of a warrant governed by the terms of the Pubco Warrant Agreement (the “Holder Warrants”) to purchase shares of Class A common stock of the Warrant Holder, $0.0001 par value per share (the “Class A Common Stock”), exercises a Holder Warrant. In each case of such an exercise of a Holder Warrant, the Warrant Holder agrees that it shall effect or cause to be effected a corresponding concurrent exercise (including by effecting such exercise in the same manner and in the same ratio, i.e., by payment of a cash exercise price or on a cashless basis) of this Warrant with similar terms held by it, such that the number of shares of Class A Common Stock that would otherwise have been issued and delivered upon in connection with the exercise of such exercise), provided that Holder Warrant shall match with a corresponding number of Class A Units issued by the Company is not then prohibited from purchasing or acquiring such shares of Common Stockpursuant to this Warrant. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent Warrant Xxxxxx agrees that it canwill not be paid exercise this Warrant other than in connection with the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares corresponding exercise of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsHolder Warrant.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative(a) At the sole discretion of the Holder, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option this Warrant may only be exercised by the delivery Holder hereof from the Exercise Date until the Expiration Date as to part or all of the Warrant Shares. The Holder may exercise the Warrant by surrender of this Warrant and the Notice of Exercise attached hereto as Exhibit A, duly completed and executed on behalf of the Holder, at the office of the Company, 20 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000, or at such other address as the Company shall designate in a written notice to the Holder hereof, together with a certified check payable to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and for the aggregate Exercise Price for such of the shares of Series C Preferred Stock so purchased. (b) In lieu of paying the exercise price pursuant to Section 4(a) above, the Holder may exercise the Warrant via cashless exercise by converting the Warrant, in whole or in part (the "Exercise Notice"“Conversion Right”), together with payment in full into Warrant Shares. To exercise the Conversion Right, the Holder shall surrender to the Company this Warrant and the Notice of such Exercise attached hereto, duly completed and executed by the Holder to evidence the exercise of the Conversion Right. Upon exercise of the Conversion Right, the Company shall deliver to the Holder a certificate(s) representing that number of Warrant Shares which is equal to the quotient obtained by dividing (x) the value of the portion of the Warrant being converted at the date the Conversion Right is exercised (determined by subtracting (A) the aggregate Exercise Price as follows: (a) by the delivery relating to the Company portion of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers the Warrant being converted calculated immediately prior to the Company good and valid title to such shares, free and clear exercise of any pledge, commitment, lien, claim or other encumbrance the Conversion Right from (such shares to be valued B) the aggregate fair market value of the portion of the Warrant being converted (determined on the basis of the aggregate Fair Market Value thereof fair market value per share of that number of Warrant Shares purchasable upon exercise of such portion of the Warrant immediately prior to the exercise of the Conversion Right)), by (y) the fair market value per share of one share of Series C Preferred Stock on the date of exercise of the Conversion Right. For purposes of this calculation, the fair market value per share of Series C Preferred Stock shall be: (i) if a public market for the Series C Preferred Stock exists at the time of such exercise, the average of (A) the closing bid and asked prices of the Series C Preferred Stock quoted in the Over-The-Counter Market Summary or (B) the last reported sale price of the Series C Preferred Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Series C Preferred Stock is listed, whichever is applicable, as published in The Wall Street Journal for the five (5) trading days prior to the date of determination of fair market value; or (ii) if there is no public market for the Series C Preferred Stock, determined by the Company’s Board of Directors in good faith. Any references in this Warrant to the “exercise” of any Warrants, and the use of the term “exercise” herein, shall be deemed to include (without limitation) any exercise of the Conversion Right. (c) Upon exercise of this Warrant as aforesaid, the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on the date of exercise. As promptly as practicable on or after such date, and in any event within ten (10) days thereafter, the Company shall execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Warrant Shares for which this Warrant is being exercised (net of any Warrant Shares applied upon exercise of the Conversion Right), provided that in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Company is Warrant Shares, the Company, at its expense, will issue to the Holder a new Warrant covering the number of Warrant shares with respect to which this Warrant shall not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing have been exercised, which new Warrant shall be identical to this Warrant except for the number of shares and date of Common Stock issuance. If upon exercise of this Warrant, the Holder would be entitled to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis acquire a fractional share of the aggregate Fair Market Value (determined on Series C Preferred Stock, such fractional share shall be disregarded, and the date number of such exercise) shares subject to this Warrant shall be rounded down to the next lower number of shares, and the Holder shall be entitled to receive from the Company a cash payment equal to the product of the additional shares of Common Stock that would otherwise have been issued and delivered upon per share Exercise Price multiplied by such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stockfraction. The balance Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the Exercise Price not paid by an exchange issuance of shares pursuant to (a) this Warrant or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares issuance of Common Stock beneficially, has the power to dispose any Warrant Shares upon exercise of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsthis Warrant.

Exercise. The Option shall This Warrant may be exercisable during Optionee's lifetime only by Optionee exercised, in whole at any time or by his or her guardian or legal representativein part from time to time, commencing on ________ __, 1999 and after Optionee's death only prior to 5:00 P.M., Eastern Standard Time on _________ __, 2004, by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised Holder of this Warrant by the delivery to surrender of this Warrant (with the Company of a written notice of such exercise pursuant to subscription form at the notice procedures end hereof duly executed) at the address set forth in Section 7 7(a) hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with proper payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value Aggregate Warrant Price, or the proportionate part thereof on the date of such exercise), provided that the Company if this Warrant is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stockexercised in part. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above Payment for Warrant Shares shall be paid in cash made by certified or by a cashier's or certified official bank check payable to the order of the Company. The Optionee If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid issue a certificate or certificates in the manner provided name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in (a) whole and (b) abovedeliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. Notwithstanding In lieu of any fractional share of the foregoingCommon Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by Company at its option may (a) above only pay in cash an amount equal to the extent that he or she owns shares product of (i) the daily mean average of the closing price of a share of Common Stock beneficially, has on the power to dispose ten consecutive trading days before the conversion date and (ii) such fraction of those shares and such disposition contemplated by a share or (ab) above would not constitute a "disqualifying disposition" issue an additional share of shares resulting in a loss Common Stock. Upon exercise of the special tax treatment afforded incentive stock optionsWarrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the fourth anniversary of the date of issuance.

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only by Optionee made either (i) in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section 7 hereof(b) below, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers Other Securities) determined as provided herein. (b) Notwithstanding any provisions herein to the Company good and valid title to such sharescontrary, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on if the basis of the aggregate Fair Market Value thereof on of one share of Common Stock is greater than the Exercise Price (at the date of such exercisecalculation as set forth below), provided that in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company is not then prohibited from purchasing or acquiring such together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock; and/or Stock computed using the following formula: X=Y (bA-B) by reducing A Where X= the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A= the Fair Market Value of one share of the additional shares of Company’s Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B= Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A, duly executed by such Holder, at the principal office of the Company, or at such other office or agency as the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereofmay designate, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with accompanied by payment in full by bank or certified check in lawful money of such the United States, of the aggregate Exercise Purchase Price as follows: (a) by payable in respect of the delivery to the Company total number of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of Stock purchased upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this warrant shall have been surrendered to the Company as provided in Subsection 2(a) above. At such time, the person or persons in whose name or names any certificates for or other instruments evidencing shares of Common Stock shall be issuable upon such exercise as provided in Subsection 2(d) below shall be deemed to have become the holder or holders of record of the Common Stock represented by reducing such certificates or other instruments. (i) The Holder may, at his, her or its sole option, and in lieu of paying the Purchase Price pursuant to Subsection 2(a) hereof, exchange this Warrant in whole or in part for a number of shares of Common Stock as determined below. Such shares of Common Stock shall be issued by the Company to the Holder without payment by the Holder of any other exercise price or any cash or other consideration. The number of shares of Common Stock to be so issued and delivered to Optionee upon such exercise the Holder shall be equal to the quotient obtained by dividing (such reduction A) the Surrendered Value (as defined below) on the date of surrender of this Warrant pursuant to Subsection 2(a), by (B) the Fair Market Value on the exchange date of one share of Common Stock. (ii) For the purposes of this Subsection 2(c), the "Surrendered Value" of a portion of this Warrant on a given date shall be deemed to be valued on the basis excess of (A) the aggregate Fair Market Value (determined on the such date of such exercise) the total number of the additional shares of Common Stock that would otherwise have been issuable upon exercise of such portion of the Warrant, over (B) the aggregate Purchase Price of such total number of shares of Common Stock. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Holder, or, subject to the terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Common Stock to which such Holder shall be entitled upon such exercise), provided that plus, in lieu of any fractional shares to which such Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the Company is not then prohibited from purchasing date hereof) of like tenor, calling in the aggregate on the face or acquiring faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the Warrant Number minus the number of such shares of Common Stock. The balance of Stock purchased by the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and Holder upon such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsexercise.

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only by Optionee made either (i) in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section 7 hereof(b) below, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers Other Securities) determined as provided herein. (b) Notwithstanding any provisions herein to the Company good and valid title to such sharescontrary, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on if the basis of the aggregate Fair Market Value thereof on of one share of Common Stock is greater than the Exercise Price (at the date of such exercisecalculation as set forth below), provided that in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company is not then prohibited from purchasing or acquiring such together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock; and/or Stock computed using the following formula: X=Y (bA-B) by reducing A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company’s Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B = Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Subject to the terms of this Option shall be exercisable and compliance with all applicable securities laws, Registered Holder may exercise this Option during Optionee's lifetime only the term, for up to _____________ (_________) shares at the expiration of each of the first, second, third and fourth six month anniversaries of the effective date of the Option agreement or at any time during the term of this Option agreement after the fourth six month anniversary, by Optionee or by his or her guardian or legal representativesurrendering this Option at the principal office of the Company, and after Optionee's death only with the subscription form attached hereto duly executed by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased Registered Holder (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise “Election Notice"”), together with full payment in full of such aggregate Exercise Price as follows: the sum obtained by multiplying (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Option Stock the Registered Holder desires to purchase by (b) the Purchase Price as determined in accordance with the terms hereof. In lieu of payment in cash the Registered Holder may surrender a sufficient number of options at the then average closing ask price for the previous 10 trading days as payment for the Purchase Price. Any options remaining after this cashless surrender of options shall be issued considered paid in full. Registered Holder may exercise this Option for less than the full number of shares of Option Stock purchasable hereunder but must exercise this Option in increments of one hundred thousand (100,000) shares, as adjusted pursuant hereto, if the exercise is for less than all remaining Option Stock then exercisable hereunder. Upon Registered Holder's partial exercise, Registered Holder must surrender this Option, and delivered the Company shall issue to Optionee upon such exercise (such reduction to be valued on the basis Registered Holder a new Option of the aggregate Fair Market Value (determined same tenor for purchase of the number of remaining shares of Option Stock not purchased. Registered Holder shall be deemed to have exercised this Option immediately prior to the close of business on the date of its surrender for exercise as provided above, and shall be treated for all purposes as the holder of record of such exercise) shares as of the additional close of business on such date. As soon as practicable on or after such date, the Company shall issue and deliver to the Registered Holder a certificate or certificates for the number of whole shares of Common Option Stock that would otherwise have been issued and delivered issuable upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such . No fractional shares may be issued upon any exercise of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsthis Option.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised only in accordance with the Plan, as supplemented by this Agreement, and not otherwise. a. During its Term and prior to its earlier termination in accordance with Section 3 of this Agreement, the delivery Option shall, to the Company extent vested in accordance with Section 2(d) of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereofthis Agreement, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price become exercisable as follows: (ai) As of the fourth anniversary of the Grant Date, 50% of that portion of the Option that has then vested in accordance with Section 2(d) of this Agreement shall be exercisable, and (ii) As of the last day of the Performance Period, 100% of that portion of the Option that has then vested in accordance with Section 2(d) of this Agreement shall be exercisable. b. To the extent then exercisable, the Option may be exercised by the delivery Participant by giving written notice of exercise to the Company of a certificate or certificates representing shares of Common Stockin such form as may be provided by the Committee, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing specifying the number of shares of Common Stock with respect to which the Option is to be issued exercised and delivered to Optionee upon such exercise (such reduction to other information as the Committee may require. The Option may be valued on exercised for less than the basis full number of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise)for which the Option is then exercisable, provided that the Option may not be exercised for less than one hundred (100) shares of Common Stock or, if less, the number of remaining shares of Common Stock for which the Option is then exercisable. c. Exercise of the Option shall be effective upon receipt by the Company is not then prohibited from purchasing or acquiring of such written notice together with the required payment of the Xxxxx Xxxxx and any applicable withholding taxes. Such payment may be made by cash, check (subject to collection), or, provided that such shares of Common StockStock have been owned by the Participant for at least six months prior to such payment, by the delivery (or attestation of ownership) of shares of Common Stock having a Fair Market Value equal to the aggregate Xxxxx Xxxxx and any applicable withholding taxes. The balance Alternatively, the Participant may make such payment by authorizing the simultaneous sale of Shares (or a sufficient portion thereof) acquired upon exercise through a brokerage or similar arrangement established by the Participant in accordance with Committee rules. Subject to the foregoing, the Company will deliver to the Participant within a reasonable period of time thereafter, a certificate or certificates representing the shares of Common Stock so acquired, registered in the name of the Exercise Price not paid Participant or in accordance with other delivery instructions provided by an exchange the Participant and acceptable by the Committee. d. Except as provided in Section 3 and Section 4 of shares pursuant to (a) or (b) above this Agreement, no portion of the Option shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above vest and will be permitted to pay the Exercise Price in cash only become exercisable except to the extent that it cannot be paid has vested in accordance with the manner Performance Vesting Schedule with respect to the period commencing on the Grant Date and ending on December 31, 2010 (the “Performance Period”). The Performance Vesting Schedule is attached hereto as Exhibit A and is a part of this Agreement. In the event of some portion of the Option vesting as provided in (a) and (b) above. Notwithstanding the foregoinghereunder, the Optionee Company shall be obligated notify the Participant when and to pay what extent the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, Option has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsvested.

Exercise. The Option shall This Warrant may be exercisable during Optionee's lifetime only by Optionee exercised, in whole at any time or by his or her guardian or legal representativein part from time to time, commencing on January 26, 1999 and after Optionee's death only prior to 5:00 P.M., Eastern Standard Time on January 26, 2002, by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised Holder of this Warrant by the delivery to surrender of this Warrant (with the Company of a written notice of such exercise pursuant to subscription form at the notice procedures end hereof duly executed) at the address set forth in Section 7 Subsection 9(a) hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with proper payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value Aggregate Warrant Price, or the proportionate part thereof on the date of such exercise), provided that the Company if this Warrant is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stockexercised in part. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above Payment for Warrant Shares shall be paid in cash made by certified or by a cashier's or certified official bank check payable to the order of the Company. The Optionee If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid issue a certificate or certificates in the manner provided name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in (a) whole and (b) abovedeliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. Notwithstanding In lieu of any fractional share of the foregoingCommon Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by Company at its option may (a) above only pay in cash an amount equal to the extent that he or she owns shares product of (i) the daily mean average of the Closing Price of a share of Common Stock beneficially, has on the power to dispose ten consecutive trading days before the Conversion Date and (ii) such fraction of those shares and such disposition contemplated by a share or (ab) above would not constitute a "disqualifying disposition" issue an additional share of shares resulting in a loss Common Stock. Upon exercise of the special tax treatment afforded incentive stock optionsWarrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance.

Exercise. (a) The Option shall rights represented by this warrant may be exercisable during Optionee's lifetime only exercised, in whole or in part at any time beginning on the date that is one year after the date hereof until 5:00 PM (New York, New York time) on the third anniversary of the date hereof (the "Exercise Period"), by Optionee (a) the surrender of this warrant, along with the purchase form attached as Exhibit A (the "Purchase Form"), properly executed, at the address of the Company set forth in section 6.2 (or such other address as the Company may designate by his or her guardian or legal representative, notice in writing to the Holder at its address set forth in section 6.2) and after Optionee's death only by (b) the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery payment to the Company of a written notice of such the exercise pursuant price by check, payable to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis order of the aggregate Fair Market Value thereof on the date of such exercise)Company, provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing for the number of shares of Common Stock to specified in the Purchase Form, together with any applicable stock transfer taxes which must by law be issued and delivered to Optionee upon such exercise (such reduction to be valued on borne by Holder. A certificate representing the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been so purchased and, in the event of an exercise of fewer than all the rights represented by this warrant, a new warrant in the form of this warrant issued in the name of the Holder or its designee(s) and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such representing a new warrant to purchase a number of shares of Common Stock. The balance of Stock equal to the Exercise Price not paid by an exchange number of shares pursuant of Common Stock as to (awhich this warrant was theretofore exercisable less the number of shares of Common Stock as to which this warrant shall theretofore have been exercised, shall be delivered to the Holder or such designee(s) or as promptly as practicable, but in no event later than three business days, after this warrant shall have been so exercised. (b) above shall be paid in cash or by In lieu of a cashier's or certified bank check payable monetary payment of the Aggregate Exercise Price, a Holder may elect to receive, without the payment of any additional consideration, shares equal to the Companyvalue of his Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election form (the "Cashless Exercise Form") attached hereto as Exhibit B. Thereupon, the Company shall issue to the Holder, such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y(A-B) ------------- A where X = the number of shares to be issued to the Holder pursuant to this Warrant. The Optionee will be obligated Y = the number of shares covered by this Warrant in respect of which the net issuance election is made. A = the Fair Market Value of one share of common stock, defined as the average closing price per common share for the five (5) trading days prior to pay receipt by the Company of the Cashless Exercise Form. B = the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionseffect under this Warrant.

Exercise. The Option shall This Warrant may be exercisable during Optionee's lifetime only by Optionee exercised, in whole at any time or by his or her guardian or legal representativein part from time to time, commencing on November 20, 1998 and after Optionee's death only prior to 5:00 P.M., Eastern Standard Time on November 20, 2000, by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised Holder of this Warrant by the delivery to surrender of this Warrant (with the Company of a written notice of such exercise pursuant to subscription form at the notice procedures end hereof duly executed) at the address set forth in Section 7 Subsection 9(a) hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with proper payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value Aggregate Warrant Price, or the proportionate part thereof on the date of such exercise), provided that the Company if this Warrant is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stockexercised in part. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above Payment for Warrant Shares shall be paid in cash made by certified or by a cashier's or certified official bank check payable to the order of the Company. The Optionee If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid issue a certificate or certificates in the manner provided name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in (a) whole and (b) abovedeliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. Notwithstanding In lieu of any fractional share of the foregoingCommon Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by Company at its option may (a) above only pay in cash an amount equal to the extent that he or she owns shares product of (i) the daily mean average of the Closing Price of a share of Common Stock beneficially, has on the power to dispose ten consecutive trading days before the Conversion Date and (ii) such fraction of those shares and such disposition contemplated by a share or (ab) above would not constitute a "disqualifying disposition" issue an additional share of shares resulting in a loss Common Stock. Upon exercise of the special tax treatment afforded incentive stock optionsWarrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance.

Exercise. Landlord hereby grants to Tenant one (1) option (referred to herein as the "Option") to renew and extend the term of this Lease for a term of five (5) years (such five-year term for the Option is referred to herein as the "Option Term"). The Option must be exercised by written notice ("Option Notice") received by Landlord no later than six (6) months prior to the expiration of the then current Lease Term. Furthermore, the Option shall not be deemed to be properly exercised if Tenant is prohibited from exercising the Option pursuant to subparagraphs (i) or (ii), below. If the Option is not properly exercised within the Option Notice period in the manner prescribed herein, it shall expire and be of no further force and effect. Time is of the essence. Tenant may not revoke an election of the Option once Tenant makes an election to exercise the Option. Provided that Tenant has properly exercised the Option, the term of the Lease shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representativeextended for the Option Term (and references in this Lease to the Lease "term" shall then include the Option Term), and after Optioneeall terms, covenants and conditions of the Lease shall remain unmodified and in full force and effect, except that the Base Rent shall be modified as set forth in Paragraphs 2.3(b), (c) and (d), below. (i) If Tenant is in default under any provision of this Lease and such default remains uncured, then Tenant may not exercise the Option. The period of time within which the Option may be exercised shall not be extended or enlarged by reason of Tenant's death only inability to exercise the Option because of Tenant's default. (ii) The Option granted to Tenant in this Lease is personal to Tenant and may not be exercised or assigned, voluntarily or involuntarily, by the or to any person or entity entitled other than Tenant and any person to do so whom the entire Lease is assigned under OptioneeSection 9.2 where Landlord's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title consent to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company assignment is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsrequired under Section 9.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the exercise form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be purchased equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the "Purchased Shares"total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the aggregate denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Price for such shares (the "Exercise Notice"), together with payment in full Date. The Fair Market Value per share of such aggregate Exercise Price Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be obligated delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to pay have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Price Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only to the extent that he or she owns number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock beneficially, has Warrant Shares (if any) covered by the power to dispose portion of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant canceled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. The Option (a) Holder shall be exercisable during Optionee's lifetime only exercise the Warrants granted hereunder, in whole or in part, by Optionee delivering to PhotoLoft at the office of PhotoLoft, or at such other address as PhotoLoft may designate by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery notice in writing to the Company holder hereof, the Notice of Exercise attached hereto as Exhibit A and incorporated herein by --------- reference and a written certified check or wire transfer in lawful money of the United States for the Exercise Price for the entire amount of the number of Warrants being exercised (b) In lieu of exercising this Warrant in the manner provided above in Section 3(a), the registered holder may elect to receive shares on a cashless basis by surrender of this Warrant at the principal office of Photoloft together with notice of such exercise pursuant election in which event Photoloft shall issue to the notice procedures set forth in Section 7 hereof, which notice shall specify the such Holder a number of Option shares of Shares computed using the following formula: X = Y (A - B) ---------- A Where X = The number of Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery issued to the Company registered holder. Y = The number of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance Shares purchasable under this Warrant (such shares to be valued on the basis of the aggregate Fair Market Value thereof on at the date of such calculation). A = The average market value of one Share for the period of five (5) trading days immediately preceding the date of exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or. B = The Warrant Exercise Price (b) by reducing the number of shares of Common Stock as adjusted to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercisecalculation). (c) Upon delivery of all of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to items set forth in (a) or (b) above above, Holder shall be entitled to receive a certificate or certificates representing the Shares. Such Shares shall be validly issued, fully paid and non-assessable. If PhotoLoft shall fail for any reason or for no reason to issue to a Holder within ten (10) business days after the time required under this section, a certificate for the number of Shares to which the Holder is entitled upon the holders exercise of this Warrant or a new Warrant for the number of Shares to which such Holder is entitled, PhotoLoft shall, in addition to any other remedies under this Agreement or otherwise available to such Holder including indemnification pursuant to the Securities Purchase Agreement, pay as additional damages in cash or to such Holder for each day such issuance is not timely effected after the tenth (10th) business day following the time required under this section an amount equal to 0.1% of the product of (x) the number of Shares represented by a cashier's or certified bank check payable the new Warrant not issued to the Company. The Optionee will be obligated Holder on a timely basis and to pay which such Holder is entitled hereunder and (y) the Exercise Closing Bid Price (as defined in the manner contemplated by Certificate of Designation) of the Shares on the last possible date which PhotoLoft could have issued such new Warrant or Shares to such Holder without violating this section. (ad) and/or (b) above and will Warrants shall be permitted deemed to pay the Exercise Price in cash only have been exercised immediately prior to the extent that it cannot be paid in close of business on the manner provided in (a) day of such delivery, and (b) above. Notwithstanding the foregoing, the Optionee Holder shall be obligated deemed the holder of record of the Shares issuable upon such exercise at such time. (e) Upon any partial exercise of the Warrants, at the request of PhotoLoft, this Agreement shall be surrendered and a new Agreement evidencing the right to pay purchase the Exercise Price in number of Shares not purchased upon such exercise shall be issued to Holder. (f) No fractional Shares are to be issued upon the manner contemplated by (a) above only exercise of this warrant, but rather the number of Shares issued upon exercise of this Warrant shall be rounded up or down to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsnearest whole number.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the completion of the Study (as defined in that certain Clinical Trial Agreement, dated as of February 17, 2010, by and between the Registered Holder, Xxxx. Xxxxxxxxx Xxxxxxxx and BrainStorm Cell Therapeutics Ltd., and as amended from time to time); provided further that if the Study terminates prior to this Warrant vesting and becoming exercisable and if more than two-thirds of the patients are enrolled prior to the termination, then this Warrant shall vest and become exercisable in an amount that is pro rata to the number of patients enrolled. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be purchased equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the "Purchased Shares"total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the aggregate denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Price for such shares (the "Exercise Notice"), together with payment in full Date. The Fair Market Value per share of such aggregate Exercise Price Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be obligated delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to pay have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Price Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only to the extent that he or she owns number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock beneficially, has Warrant Shares (if any) covered by the power to dispose portion of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant cancelled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. The Option shall Payment may be exercisable during Optionee's lifetime only by Optionee made either (i) in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the applicable aggregate Exercise Price for such shares Price, (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (aii) by delivery of the delivery to the Company of a certificate Warrant, or certificates representing shares of Class A Common StockStock and/or Class A Common Stock receivable upon exercise of the Warrant, duly endorsed or accompanied (iii) by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear combination of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise)foregoing methods, provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing for the number of shares of Class A Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Class A Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Class A Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Class A Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Class A Common Stock computed using the following formula: X=Y (A-B) --------- A Where X = the number of shares of Class A Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y = the number of shares of Class A Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company's Class A Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B = Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall (A) This Warrant may be exercisable during Optionee's lifetime only by Optionee exercised in whole or by his or her guardian or legal representative, in part at any time and from time to time from and after Optionee's death only the date hereof until the termination of the Term (as defined in Section 3 hereof), by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company at its principal executive offices of: (i) this Warrant, (ii) the Purchase Form attached hereto as Exhibit A duly completed and executed by the Holder or a permitted assignee, (iii) payment of the purchase price of the Warrant Shares in accordance with Section 2 below, (iv) if the person to whom the Warrant Shares is a written notice permitted assignee, a duly certified copy of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify assignment agreement between the number of Option Shares to be purchased (the "Purchased Shares") Holder and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment permitted assignee in full of such aggregate Exercise Price as follows: (a) by the delivery a form reasonably acceptable to the Company of and (v) if the Holder is not already a certificate or certificates representing shares of Common Stockparty thereto, duly endorsed or accompanied a shareholders agreement, in any, and such other agreements as may be reasonably requested by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares(collectively, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise“Stockholders Agreements”), provided that the Company is not then prohibited as each may be amended from purchasing or acquiring such shares time to time. In lieu of Common Stock; and/or (b) by reducing the number of issuing fractional shares of Common Stock upon exercise of this Warrant, the Company shall round down to the next whole number of shares. The Warrant Shares so purchased shall be issued to the Holder as the record and delivered beneficial owner of such Warrant Shares. (B) In addition, the Holder will have the option to Optionee upon such exercise (such reduction this Warrant in conjunction with an Acquisition or any other event where the Holder would have the opportunity to be valued on the basis sell some or all of the aggregate Fair Market Value Warrant Shares, subject to this Warrant (determined on a “Liquidity Event”) or to require the date Company to redeem this Warrant immediately prior to the consummation of such exercise) Acquisition or Liquidity Event, in either case on a net exercise basis, with the gross value of this Warrant (prior to the netting out of the additional shares of Common Stock that exercise price) equal to the amount the Holder would otherwise have been issued received in such Acquisition or Liquidity Event if it had exercised this Warrant immediately prior to such Acquisition or Liquidity Event and delivered upon had thereby participated in such exercise), provided that Acquisition or Liquidity Event. In connection with an Acquisition or Liquidity Event in which the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance Holder has the opportunity to sell less than all of the Exercise Price not paid by an exchange of shares pursuant Warrant Shares, as applicable, subject to (a) or (b) above this Warrant, the option and mechanism described herein shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only apply to the extent the Holder elects to participate and any remaining Warrant Shares, that it canthe Holder does not have the opportunity to sell shall continue to be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated subject to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsthis Warrant.

Exercise. The Option (a) Subject to subsection (b) below, payment shall be exercisable during Optionee's lifetime only by Optionee made in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the applicable aggregate Exercise Price for the number of Common Shares specified in such shares Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the "Exercise Notice"), together with payment in full total number of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers Stock issuable to the Company good Holder per the terms of this Option) and valid title the Holder shall thereupon be entitled to such sharesreceive the number of duly authorized, free validly issued, fully-paid and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such non-assessable shares of Common Stock; and/orStock (or Other Securities) determined as provided herein. (b) Notwithstanding any provisions herein to the contrary, in the event there is no effective registration statement with respect to the shares issuable upon exercise of this Option or a Default or an Event of Default (as such terms are defined in the Security Agreement dated as of the date hereof among the Holder and the Company, as amended, modified, restated and/or supplemented from time to time), has occurred and is continuing, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Option (or the portion thereof being exercised) by reducing surrender of this Option at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y multiplied by (A-B) ------- A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the aggregate Fair Market Value Option is being exercised, the portion of the Option being exercised (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B = Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be purchased equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the "Purchased Shares"total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the aggregate denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Price for such shares (the "Exercise Notice"), together with payment in full Date. The Fair Market Value per share of such aggregate Exercise Price Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be obligated delayed until such determination is made. (c) Notwithstanding anything to pay the contrary herein, each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on such day which is 61 days subsequent to the date on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (such subsequent day the “Exercise Date”). On the Exercise Price Date and not before, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. Prior to the Exercise Date such person or persons shall continue to be deemed to be owners of this Warrant and not of any corresponding underlying Warrant Shares. Provided this Warrant is surrendered on or prior to the Expiration Date, this Warrant may be exercised in accordance with the terms and conditions herein notwithstanding the fact that the Exercise Date may be later than the Expiration Date. This Section 1(c) shall survive the termination or voiding of this Warrant and continue in full force and effect. (d) As soon as practicable after the exercise of this Warrant in full or in part on the Exercise Date, and in any event within 3 business days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only the number of such shares purchased by the Registered Holder upon such exercise and paid for in cash pursuant to subsection 1(a) (if any) plus (b) the extent that he or she owns shares number of Common Stock beneficially, has Warrant Shares (if any) covered by the power to dispose portion of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant cancelled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option This Warrant may only be exercised by the Holder as to the whole at any time, or in part from time to time, during the Exercisable Term hereof set forth in paragraph 1 above (but not as to a fractional share of Common Stock): by completing the Subscription Form, a copy of which is attached hereto and made a part hereof (which written notice and subscription shall [i] state the election to exercise the Warrant and the number of shares in respect to which it is being exercised and [ii] be signed by the person so exercising the Warrant on behalf of the Holder), and delivering such Subscription Form to the Secretary of the Company; by presenting and surrendering this Warrant, duly endorsed, at the principal executive office of the Company in the city and state where then located; by delivery to the Company of a written notice of such exercise pursuant to the notice procedures an investment letter as set forth in Section 7 hereofparagraph 14(b) hereof and upon payment to the Company of the amount of the Exercise Price for shares so purchased either by (i) delivering to the Company, which notice shall specify by check or by wire transfer, an amount equal to the Exercise Price per Share, multiplied by the number of Option Shares then being purchased, or (ii) by indicating in the notice of exercise form that the Exercise Price should be paid by deducting from the number of Shares to be purchased received by the exercising Holder that number of Shares which has an aggregate Specified Value (as defined herein) on the "Purchased Shares") and date of exercise equal to the aggregate Exercise Price for such shares all Shares then being purchased (the a "Exercise NoticeNet Exercise"), together with payment in full . "Specified Value" per Share at any date shall be the fair market value of such aggregate Exercise Price Share as follows: (a) determined in good faith by the delivery to the Company Board of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis Directors of the aggregate Fair Market Value thereof on Company. Thereupon this Warrant shall be deemed to have been exercised in whole or in part and the date Holder exercising the same shall become a holder of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number record of shares of Common Stock to purchased hereunder, and certificates for such shares so purchased shall be issued and delivered to Optionee upon such exercise (such reduction to the purchaser within a reasonable time after this Warrant shall have been exercised. If this Warrant shall be valued on the basis exercised in respect of only a part of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise covered hereby, the Holder shall be entitled to receive a similar warrant of like tenor and date covering the number of shares in respect of which this Warrant shall not have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stockexercised. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns No fractional shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsshall be issued hereunder.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the Holder hereof (but only on the conditions hereinafter set forth) as to all or a portion of such Shares, upon delivery of written notice of intent to exercise to the Company at the following address: 00000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 Attn: Xxxxxx Xxxxxxxx, or such other address as the Company shall designate by written notice to the Holder hereof, together with this Warrant and payment to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or cashier's check, (ii) by the surrender of that certain Term Promissory Note of even date herewith payable by the Company to the order of KBK Financial, Inc. in the stated principal amount of $1,000,000.00 (the "Exercise NoticeNote"), together with payment in full of such ) or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price as follows: or (aiii) by the delivery surrender of a portion of this Warrant having a fair market value equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates representing shares for the total number of Common Stockwhole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, duly endorsed or accompanied by the Holder shall be entitled to receive a duly executed stock powernew Warrant covering the number of Shares in respect of which new Warrant shall not have been exercised, which delivery effectively transfers new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the Company good and valid title to such shares, free and clear issuance of this Warrant or the issuance of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis Shares upon exercise of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orthis Warrant. (b) by reducing the In lieu of exercising this Warrant as specified in Subsection 4(a) hereof, Holder may from time to time convert this Warrant, in whole or in part, into a number of shares Shares determined by dividing (i) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such Shares by (ii) the fair market value of one Share. The fair market value of the Shares shall be equal to the average of the closing price for the Company's Common Stock for three (3) trading days immediately prior to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsdetermination.

Exercise. Subject to the terms hereof: the Warrants, evidenced by this Warrant Certificate, may be exercised at the Exercise Price in whole or in part at any time during the period (the “Exercise Period”) commencing on August 15, 2007 as contemplated by the Amendment, Consent and Waiver and terminating at the close of business on November 13, 2007 (the “Expiration Date”). The Option Exercise Period may also be extended by the Company’s Board of Directors. A Warrant shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by deemed to have been exercised in immediately prior to the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by close of business on the delivery date (the “Exercise Date”) of the surrender to the Company at its principal offices of this Warrant Certificate with the exercise form attached hereto executed by the Registered Holder and accompanied by payment to the Company, in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. The person entitled to receive the Shares issuable upon exercise of a written notice Warrant or Warrants (“Warrant Shares”) shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise pursuant of any Warrant or script or cash with respect thereto, but, if Company elects not to issue a fractional share, the Company will pay a cash adjustment in respect of any fraction of a Warrant Share which would otherwise be issuable in an amount equal to the notice procedures set forth same fraction of the amount by which the market price of a Share on the date of exercise exceeds the Exercise Price, such market price to be determined in Section 7 hereofgood faith by the Board of Directors of the Company. If more than one Warrant shall be exercised at one time by the same Registered Holder, which notice shall specify the number of Option full Shares to which shall be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to issuable on exercise thereof shall be valued computed on the basis of the aggregate Fair Market Value thereof number of full shares issuable on the date of such exercise). Promptly, provided that and in any event within ten business days after the Exercise Date, the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock shall cause to be issued and delivered to Optionee upon the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise (such reduction exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to be valued the contrary. The Warrants shall not entitle the Registered Holder thereof to any of the rights of shareholders or to any dividend declared on the basis of Shares unless the aggregate Fair Market Value (determined on Registered Holder shall have exercised the date of such exercise) of Warrants and thereby purchased the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable Warrant Shares prior to the Company. The Optionee will be obligated record date for the determination of holders of Shares entitled to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he such dividend or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsother right.

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only made either (i) in cash, by Optionee official bank check or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery wire transfer of immediately available funds to the Company of a written notice of such exercise pursuant equal to the notice procedures set forth applicable aggregate Exercise Price, (ii) by delivery of the Warrant, Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section 7 hereofbelow, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such form (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), Other Securities) determined as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orherein. (b) Notwithstanding any provisions herein to the contrary, if (i) the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below) and (ii) the Company does not then have an effective registration statement covering the resale of the Common Stock issuable upon exercise of this Warrant, then in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y(A-B)/A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A= the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B= Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be purchased equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the "Purchased Shares"total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the aggregate denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Price for such shares (the "Exercise Notice"), together with payment in full Date. The Fair Market Value per share of such aggregate Exercise Price Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be obligated delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to pay have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Price Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above. (e) All Warrant Shares issuable upon the exercise of this Warrant pursuant to the extent terms hereof shall be validly issued, fully paid and nonassessable and free of any preemptive rights. The Company shall pay all taxes and other governmental charges that he may be imposed with respect to the issuance or she owns shares delivery thereof. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of Common Stock beneficially, has the power to dispose any certificate for Warrant Shares issuable upon exercise of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant in a loss any name other than that of the special Registered Holder, and in such case the Company shall not be required to issue or deliver any share certificate until such tax treatment afforded incentive stock optionsor other charge has been paid or it has been established to the reasonable satisfaction of the Company that no such tax or other charge is due.

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only made in cash by Optionee wire transfer of immediately available funds to an account designated in writing by the Company, or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth in Section 7 hereof, which notice shall specify Aggregate Exercise Price for the number of Option Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), Other Securities) determined as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orherein. (b) Notwithstanding the provisions of subsection (a) above to the contrary, if at the time the Holder exercises this Warrant either (i) in cash by reducing wire transfer of immediately available funds to an account designated in writing by the Company or by certified or official bank check payable to the order of the Company equal to the applicable Aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (c) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. (c) In accordance with subsection (b) above, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company’s Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of B = the Exercise Price not paid by an exchange of shares pursuant to per share (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. (a) At any time after the CMI Share Delivery Date and until 5:00 p.m., New York City time, on the Expiration Date for a particular Warrant, a Holder may exercise such Warrant, on any Business Day, to purchase all or any part of the number of Shares then purchasable thereunder, at the stated Exercise Price. The Option shall Holder may exercise such Warrant, in whole or in part, by delivering to the Warrant Agent at the principal office of the Warrant Agent in Canton, Massachusetts or to the office of one of its agents as may be exercisable during Optionee's lifetime only designated by Optionee the Warrant Agent from time to time, the following: (i) the corresponding Warrant Certificate, with the election to purchase form on the reverse side thereof duly completed and executed by the Holder or by his its agent or her guardian or legal representativeattorney, and after Optionee's death only by (ii) payment of the person Warrant Price (or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery a written instruction to the Company from the Holder to satisfy payment of a written notice of such exercise the Warrant Price pursuant to the notice procedures set forth in Section 7 hereof5.2(b)). As soon as practicable after the exercise of such Warrant, which notice in whole or in part, the Warrant Agent shall specify promptly request that the Company cause CMI to have CMI’s transfer agent issue and deliver or register in the name of the Holder thereof or, subject to Section 6, as the Holder may direct, the number of Option duly authorized, validly issued, fully paid and nonassessable Shares to which the Holder shall be purchased (entitled upon such exercise plus, in lieu of any fractional Share to which the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice")Holder would otherwise be entitled, together with payment cash in full of such aggregate Exercise Price as follows: (a) by the delivery an amount equal to the Company same fraction of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued Market Price per Share on the basis of the aggregate Fair Market Value thereof on Business Day immediately preceding the date of such exercise. Certificates for Warrant Shares purchased by exercise of a Warrant will be transmitted by CMI’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depositary Trust Company through its Deposit Withdrawal At Custodian (“DWAC”) system if CMI is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the notice of exercise, payment of the Warrant Price and surrender of the Warrant Certificate. The Warrant Shares shall be deemed to have been issued, and the Holder (or designee) shall be deemed to be a holder of record of the Warrant Shares, as of the date a Warrant is exercised by payment of the Warrant Price (or if the Warrant Price is to be satisfied pursuant to the procedures in Section 5.2(b), provided the date of receipt by the Company from the Holder of written instruction to satisfy payment of the Warrant Price pursuant to the procedures in Section 5.2(b)) and all taxes required to be paid by the Holder, if any, pursuant to Section 5.3. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If a Warrant shall have been exercised only in part, then the Warrant Agent shall request that the Company is not then prohibited from purchasing or acquiring its transfer agent, at the time of issuance of the Warrant Shares, deliver to the Holder a new Warrant Certificate of like tenor, calling in the aggregate on the face thereof for issuance of the number of Shares equal (without giving effect to any adjustment therein) to the number of such shares Shares called for on the face of Common Stock; and/orthe surrendered Warrant Certificate minus the number of such Shares so designated by such Holder upon such exercise as provided in this Section 5.2. (b) In lieu of paying the Warrant Price in cash as provided in Section 5.2(a) above, the Warrant Price may instead be satisfied by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock Warrant Shares that would otherwise have been issued and delivered upon such exercise), provided exercise by the number of Warrant Shares that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance have an aggregate Market Price (determined as of the Exercise Price not paid by an exchange Business Day immediately preceding the date of shares pursuant to (aexercise) or (b) above shall be paid in cash or by a cashier's or certified bank check payable equal to the Company. The Optionee will be obligated to pay the Exercise Warrant Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above otherwise would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionshave been paid.

Exercise. (i) For a period of ten (10) Business Days after the giving of the New Issuance Notice pursuant to Section 7(a), each of the Preemptive Rightholders shall have the right, but not the obligation, to purchase its Proportionate Percentage of the New Securities, at a purchase price equal to the Proposed Price and upon the same terms and conditions set forth in the New Issuance Notice. Each such Preemptive Rightholder shall have the right to purchase up to that percentage of the New Securities determined by dividing (A) the total number of outstanding shares of Common Stock of the Corporation then owned by such Preemptive Rightholder exercising its rights under this Section 7(b) by (B) the total number of outstanding shares of Common Stock of the Corporation owned by all of the Preemptive Rightholders (the “Proportionate Percentage”); provided that, for purposes of calculating each Proportionate Percentage, any shares of Common Stock of the Corporation issued or issuable to a Preemptive Rightholder pursuant to an Equity Incentive Plan shall be excluded from such calculation. (ii) The Option right of each Preemptive Rightholder to purchase the New Securities under Section 7(a) shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a delivering written notice of such the exercise pursuant thereof, prior to the notice procedures set forth expiration of the ten (10) Business Day period referred to in Section 7 hereof7(b)(i) to the Corporation or its applicable Subsidiary, which notice shall specify state the amount of New Securities that such Preemptive Rightholder elects to purchase pursuant to Section 7(b)(i). The failure of a Preemptive Rightholder to respond within such ten (10) Business Day period shall be deemed to be a waiver of such Preemptive Rightholder’s rights under Section 7(b)(i); provided, that each Preemptive Rightholder may waive its rights under Section 7(b)(i) prior to the expiration of such ten (10) Business Day period by giving written notice to the Corporation or the applicable Subsidiary. (iii) If any Preemptive Rightholder does not fully subscribe for the number or amount of Option Shares New Securities that it or he is entitled to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"purchase pursuant to Section 7(b)(i), together then the Corporation shall (or shall cause its applicable Subsidiary to) offer to each Preemptive Rightholder which elected to purchase the maximum number of New Securities that it is entitled to purchase in accordance with payment in full of Section 7(b)(ii) (each, an “Eligible Excess Preemptive Rightholder”), by written notice to each such aggregate Exercise Price as follows: Preemptive Rightholder (a) by an “Excess New Securities Notice”), the delivery right to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers purchase up to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis that percentage of the aggregate Fair Market Value thereof on remaining New Securities not so subscribed for (for the date purposes of such exercisethis Section 7(b)(iii), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or “Excess New Securities”) determined by dividing (bx) by reducing the total number of outstanding shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value Corporation then owned by such Eligible Excess Preemptive Rightholder by (determined on y) the date total number of such exercise) of the additional outstanding shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid Corporation then owned by an exchange of shares pursuant all Eligible Excess Preemptive Rightholders who elected to purchase Excess New Securities (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price excluding, in the manner contemplated by case of both clauses (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (ax) and (b) above. Notwithstanding the foregoingy), the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsCorporation issued or issuable to a Preemptive Rightholder pursuant to an Equity Incentive Plan). The right of each such Preemptive Rightholder to purchase the Excess New Securities under the immediately preceding sentence shall be exercisable by delivering written notice of the exercise thereof, within five (5) Business Days following the date of the Excess New Securities Notice, to the Corporation or its applicable Subsidiary, which notice shall state the amount of Excess New Securities that such Preemptive Rightholder elects to purchase pursuant to this Section 7(b)(iii). The failure of a Preemptive Rightholder to respond within such five (5) Business Day period shall be deemed to be a waiver of such Preemptive Rightholder’s rights under this Section 7(b)(iii); provided, that each Preemptive Rightholder may waive its rights under this Section 7(b)(iii) prior to the expiration of such five (5) Business Day period by giving written notice to the Corporation or the applicable Subsidiary.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) In lieu of exercising this Warrant pursuant to Section 1(a) above, the Registered Holder shall have the right to require the Company to convert the Warrant, in whole or in part and at any time or times (the "Conversion Right"), into Warrant Shares, by surrender to the Company of a written notice this Warrant and the purchase form attached hereto as Exhibit I duly completed and executed by the Registered Holder to evidence the exercise of such the Conversion Right. Upon exercise pursuant of the Conversion Right, the Company shall deliver to the notice procedures set forth Registered Holder (without payment by the Registered Holder of any cash in Section 7 hereof, respect of the Purchase Price) a certificate(s) representing that number of Warrant Shares which notice shall specify is equal to the quotient obtained by dividing (x) an amount equal to the difference between (A) the aggregate Fair Market Value for the number of Option Warrant Shares as to be purchased which the Conversion Right is then being exercised (the "Purchased Conversion Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment determined as of immediately prior to the effective time of the exercise of the Conversion Right, minus (B) the aggregate Purchase Price for the Conversion Shares (such difference, the "Conversion Amount"), by (y) the Fair Market Value per share on the date of exercise of the Conversion Right. Upon exercise of the Conversion Right, the Conversion Amount shall be deemed to have been paid to the Company in full respect of such aggregate Exercise Price the Warrant Shares so acquired. The Fair Market Value per share of Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the last reported sale prices per share of Common Stock thereon for the 5 consecutive trading days immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be obligated delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to pay have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Price Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only to the extent that he or she owns number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock beneficially, has Warrant Shares (if any) covered by the power to dispose portion of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant cancelled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. The Option shall Payment may be exercisable during Optionee's lifetime only by Optionee made either (i) in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section 7 hereof(b) below, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers Other Securities) determined as provided herein. Notwithstanding any provisions herein to the Company good and valid title to such sharescontrary, free and clear of if at any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on time after the basis first anniversary of the aggregate date hereof, the Holder wishes to exercise this Warrant, and the Company does not have an effective registration statement filed with the Securities and Exchange Commission covering the resale of the Common Stock and/or Other Securities, as applicable, issuable upon exercise of this Warrant, and if the Fair Market Value thereof on of one share of Common Stock is greater than the Exercise Price (at the date of such exercisecalculation as set forth below), provided that in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company is not then prohibited from purchasing or acquiring such together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock; and/or Stock computed using the following formula: X=Y (bA-B) by reducing --------- A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B = Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall Payment may be exercisable during Optionee's lifetime only by Optionee made either (i) in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth in Section 7 hereofbelow, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Shares shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers Other Securities) determined as provided herein. Notwithstanding any provisions herein to the Company good and valid title to such sharescontrary, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on if the basis of the aggregate Fair Market Value thereof on of one share of Common Stock is greater than the Exercise Price (at the date of such exercisecalculation as set forth below), provided that in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company is not then prohibited from purchasing or acquiring such together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock; and/or Stock computed using the following formula: X=Y (bA-B) by reducing A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company’s Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B = Exercise Price not paid by an exchange (as adjusted to the date of shares such calculation) Notwithstanding anything contained herein to the contrary, if the Common Stock to be issued pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoingthis Warrant is registered on an effective registration statement, the Optionee shall be obligated Holder may only exercise this Warrant pursuant to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsSection 2.2(i).

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to be purchased (pay some or all of the "Purchased Shares") and the aggregate Exercise Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such shares number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value (as defined below) per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise NoticeDate")) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, together with payment in full then the number of such aggregate Warrant Shares so purchasable shall be equal to the number of Warrant Shares minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Price Date. The Fair Market Value per share of Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the trading day immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including, without limitation, a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof ) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee shall be obligated Board of Directors has not made such a determination within the three-month period prior to pay the Exercise Price in the manner contemplated by Date, then (a) above only to the extent that he or she owns shares Fair Market Value per share of Common Stock beneficiallyshall be amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock options or issuing Common Stock under an employee benefit plan of the Company), has (B) the power Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to dispose this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of those this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares and such disposition contemplated by called for on the face of this Warrant minus the sum of (a) above would not constitute a "disqualifying disposition" the number of such shares resulting purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. The Option Exercise of this Warrant shall be exercisable during Optionee's lifetime only by Optionee made upon surrender of this Warrant with the Warrant Exercise Form attached hereto duly completed and signed and delivered to the Company, at its address 00 Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxx, Xxx Xxxx 00000 (or such office or agency of the Company as it may designate in writing to the Holder hereof). Payment upon exercise shall be made at the written option of the Holder either (i) in cash, wire transfer or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the applicable aggregate Exercise Price for such shares Price, (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (aii) by the delivery to the Company withholding of a certificate or certificates representing shares of Common StockWarrant Stock otherwise issuable upon exercise of this Warrant, duly endorsed in accordance with Section 1.2 or accompanied (iii) by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear combination of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis either of the aggregate Fair Market Value thereof on the date of such exercise)foregoing methods, provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing for the number of shares of Common Warrant Stock specified in such form (as such number shall be adjusted to reflect any adjustment in the total number of shares of Warrant Stock issuable to the Holder pursuant to the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Warrant Stock determined as provided herein. The Company shall promptly (but in no event later than five (5) business days after the date on which the Company receives this Warrant, the executed Warrant Exercise Form and payment of the Exercise Price, if any (the “Exercise Date”)), issue or cause to be issued and cause to be delivered to Optionee or upon the written order of the Holder and in such exercise name or names as the Holder may designate (such reduction subject to be valued the restrictions on transfer described in the legend set forth on the basis face of this Warrant), a certificate for the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Warrant Stock that would otherwise have been issued and delivered issuable upon such exercise), provided that with such restrictive legend as required by the Company is not then prohibited from purchasing or acquiring Act, as applicable. Subject to the delivery of this Warrant, the executed Warrant Exercise Form and payment of the Exercise Price, if any, any person so designated by the Holder to receive Warrant Stock shall be deemed to have become the holder of record of such shares of Common StockWarrant Stock as of the Exercise Date. The If this Warrant is exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionspurchasable hereunder.

Exercise. The Option holder of this Warrant will furnish at least 30 days' prior written notice to the Company of its intention to exercise Warrant B (three days' prior written notice in the event that the Warrant B Exercise Date occurs due to a Change of Control Triggering Event or Bankruptcy Triggering Event). Such notice, once given shall be exercisable during Optioneeirrevocable. Subject to the Company's lifetime only by Optionee or by his or her guardian or legal representativerepurchase right following the receipt of such notice, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option as provided in Section 7.4 hereof, Warrant B may only be exercised by the holder hereof, in whole but not in part, during normal business hours on any Business Day on or after the Warrant B Exercise Date and prior to the Warrant B Expiration Date, by surrender of this Warrant to the Company at its office maintained pursuant to Section 16.2(a) hereof, accompanied by a subscription in substantially the form attached to this Warrant as Exhibit A (or a reasonable facsimile thereof) duly executed by such holder and accompanied by payment, (i) in cash by wire transfer of immediately available funds, (ii) by certified or official bank check payable to the order of the Company, (iii) if any Junior Subordinated Notes shall be outstanding, by delivery to the Company of a written notice principal amount of such Junior Subordinated Notes (including all accrued and unpaid interest thereon), or (iv) by any combination of such methods (provided that at least the par value of the shares of Preferred Stock issuable upon exercise pursuant shall have been paid in cash), in each case in the amount of the Warrant B Price, and such holder shall thereupon be entitled to the notice procedures set forth in Section 7 hereof, which notice shall specify receive the number of Option Shares to be purchased (the "Purchased Shares") duly authorized, validly issued, fully paid and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing nonassessable shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued Preferred Stock set forth on the basis face of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsthis Warrant.

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only by Optionee made either in (i) cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth applicable aggregate Exercise Price, (ii) by delivery of the Warrant, Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section 7 hereof(b) below, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such form (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), Other Securities) determined as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orherein. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) ---- A Where X= the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A= the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B= Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Companydate of such calculation) 3. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoingADJUSTMENT FOR REORGANIZATION, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficiallyCONSOLIDATION, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsMERGER, ETC.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by the Registered Holder or by the Registered Xxxxxx's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be purchased equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the "Purchased Shares"total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the aggregate denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Price for such shares (the "Exercise Notice"), together with payment in full Date. The Fair Market Value per share of such aggregate Exercise Price Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be obligated delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to pay have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Price Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only to the extent that he or she owns number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock beneficially, has Warrant Shares (if any) covered by the power to dispose portion of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant cancelled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only by Optionee made either in (i) cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth applicable aggregate Exercise Price, (ii) by delivery of the Warrant, Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section 7 hereof(b) below, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such form (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full total number of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers Stock issuable to the Company good and valid title to such shares, free and clear holder per the terms of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercisethis Warrant), provided that and the Company is not then prohibited from purchasing or acquiring such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock; and/orStock (or Other Securities) determined as provided herein. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company’s Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B = Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall This Warrant may be exercisable during Optionee's lifetime only by Optionee exercised at any time or by his or her guardian or legal representative, and after Optionee's death only from time to time prior to its expiration pursuant to Section 2.4 hereof by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised holder hereof, by surrender of this Warrant, with the delivery form of subscription attached hereto duly executed by such holder, to the Company of a written notice of such exercise pursuant at its principal office, accompanied by payment, by certified or official bank check payable to the notice procedures set forth in Section 7 hereof, which notice shall specify the number order of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stockby wire transfer to its account, duly endorsed or accompanied in the amount obtained by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to be issued and delivered to Optionee or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such exercise holder (upon payment by such reduction to be valued holder of any applicable transfer taxes) may request, calling in the aggregate on the basis face or faces thereof for the number of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, in whole or in part, the holder hereof may pay the aggregate Exercise Price with respect to the shares of Common Stock for which this Warrant is then being exercised in immediately available funds or, in lieu of such payment, the holder may convert this Warrant, in whole or in part, into a number of Warrant Shares determined as follows: X = Y(A-B)/A where: X = the number of Warrant Shares to be issued and delivered upon such exercise)to the Holder. Y = the number of Warrant Shares with respect to which this Warrant is being exercised. B = the Exercise Price. For purposes of this Section 2.1, provided that the fair market value ("Fair Market Value") of a Warrant Share shall mean (a) if the Common Stock of the Company is not then prohibited from purchasing traded on a nationally recognized securities exchange or acquiring such shares over the counter market, the closing price of a share of Common Stock. The balance Stock reported for the business day immediately preceding the date of holder's exercise of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) Warrant, and (b) above. Notwithstanding if the foregoingCommon Stock is not traded on a nationally recognized securities exchange or over the counter market, the Optionee shall be obligated to pay Fair Market Value as determined in good faith by the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares Company's Board of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsDirectors.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option This Warrant may only be exercised by the Holder hereof (but only on the conditions hereafter set forth) as to all or any increment or increments of ten (10) Shares (or the balance of the Shares if less than that number), upon delivery of written notice of intent to exercise to the Company at the following address: 1000 X. Xxxxxxxxx Xxx, Xxxxxxx, XX 00000, Attention: Dxxxx X. Xxxx, Chief Executive Officer, or any other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (of the "Exercise Notice"), together with payment in full of such aggregate Shares so purchased. The Exercise Price shall be payable by certified or bank check. Upon exercise of this Warrant, the Company shall as follows: promptly as practicable, and in any event within fifteen (a15) by the delivery days thereafter, execute and deliver to the Company Holder of this Warrant a certificate or certificates representing for the total number of whole Shares for which this Warrant is being exercised in the names and denominations as are requested by the Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. In lieu of exercising this warrant the holder may elect to receive without the payment by the holder of any additional consideration, shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers common Stock equal to the Company good and valid title to such shares, free and clear value of any pledge, commitment, lien, claim this warrant (or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value portion thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (bbeing cancelled) by reducing surrender of this warrant, in which the Corporation shall issue to the holder hereof a number of common Stock computed using the following formula. X=Y (A-B)/ A X= then number of shares of Common Stock to be issued and delivered to Optionee upon such the holder pursuant to this net exercise (such reduction to be valued on Y= the basis number of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that in respect of which the Company net issue election is not then prohibited from purchasing or acquiring such shares made A= the fair market value of Common Stock. The balance one share of the Exercise Price not paid by an exchange of shares pursuant to Common Stock at the time the net election is made. B= the warrant price (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Companydate of the net issuance). The Optionee will If an effective registration covering the shares to be obligated to pay issued under this warrant at the Exercise Price time of the exercise, then the cashless exercise provision outline in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it canpreceding paragraph shall not be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsapply.

Exercise. The Option (a) Subject to subsection (b) below, payment shall be exercisable during Optionee's lifetime only by Optionee made in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the applicable aggregate Exercise Price for the number of Common Shares specified in such shares Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the "Exercise Notice"), together with payment in full total number of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers Stock issuable to the Company good Holder per the terms of this Option) and valid title the Holder shall thereupon be entitled to such sharesreceive the number of duly authorized, free validly issued, fully-paid and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such non-assessable shares of Common Stock; and/orStock (or Other Securities) determined as provided herein. (b) Notwithstanding any provisions herein to the contrary, in the event there is no effective registration statement with respect to the shares issuable upon exercise of this Option or a Default or an Event of Default (as such terms are defined in the Security Agreement dated as of the date hereof among the Holder and the Company, as amended, modified, restated and/or supplemented from time to time),) has occurred and is continuing, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Option (or the portion thereof being exercised) by reducing surrender of this Option at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y multiplied by (A-B) ------- A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the aggregate Fair Market Value Option is being exercised, the portion of the Option being exercised (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B = Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery Registered Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by such Registered Holder) at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company of a written notice of as provided in subsection 1 (a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise pursuant as provided in subsection 1 (c) below shall be deemed to have become the notice procedures set forth in Section 7 hereofholder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of the purchase right represented by this Warrant, which notice shall specify the number of Option Shares Company at its expense will use its best efforts to cause to be purchased (issued in the "Purchased Shares") name of the Registered Holder and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as followsdelivered to you: (ai) by the delivery to the Company of a certificate or certificates representing for the number of full shares of Common StockWarrant Shares to which such Registered Holder shall be entitled upon such exercise plus, duly endorsed or accompanied by in lieu of any fractional share to which such Registered Holder would otherwise be entitled, a duly executed stock power, which delivery effectively transfers Warrant Share representing the remainder of the fractional share to the Company good and valid title to next whole Warrant Share, and (ii) in case such sharesexercise is in part only, free and clear a new warrant or warrants (dated the date hereof) of any pledgelike tenor, commitment, lien, claim or other encumbrance (such shares to be valued stating on the basis of the aggregate Fair Market Value face or faces thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares currently stated on the face of Common Stock to be issued and delivered to Optionee this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner as provided in (a) and (bsection 1(a) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A, --------- duly executed by such Holder, at the principal office of the Company, or at such other office or agency as the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereofmay designate, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with accompanied by payment in full by bank or certified check in lawful money of such the United States, of the aggregate Exercise Purchase Price as follows: (a) by payable in respect of the delivery to the Company total number of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of Stock purchased upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Subsection 2(a) --------------- hereof. At such time, the person or persons in whose name or names any certificates for or other instruments evidencing shares of Common Stock shall be issuable upon such exercise as provided in Subsection 2(d) below shall be deemed --------------- to have become the holder or holders of record of the Common Stock represented by reducing such certificates or other instruments. (i) The Holder may at its sole option, and in lieu of paying the Purchase Price pursuant to Subsection 2(a) hereof, exchange this --------------- Warrant in whole or in part for a number of shares of Common Stock as determined below. Such shares of Common Stock shall be issued by the Company to the Holder without payment by the Holder of any exercise price or any cash or other consideration. The number of shares of Common Stock to be so issued and delivered to Optionee upon such exercise the Holder shall be equal to the quotient obtained by dividing (such reduction to be valued A) the Surrendered Value (as defined below) on the basis date of surrender of this Warrant pursuant to Subsection ---------- 2(a), by (B) the Fair Market Value on the Exchange Date of one share ---- of Common Stock. (ii) For the purposes of this Subsection 2(c), the "Surrendered --------------- ----------- Value" of a portion of this Warrant on a given date shall be deemed to ----- be the difference between (A) the aggregate Fair Market Value (determined on the such date of such exercise) the total number of the additional shares of Common Stock that would otherwise have been issuable upon exercise of such portion of the Warrant, minus (B) the aggregate Purchase Price of such ----- number of shares of Common Stock. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company, at its expense will cause to be issued in the name of, and delivered to, the Holder, or, subject to the terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Common Stock to which such Holder shall be entitled upon such exercise), provided that plus, in lieu of any fractional share to which such Holder ---- would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and --------- (ii) in case such exercise is in part only, a new warrant or warrants (dated the Company is not then prohibited from purchasing date hereof) of like tenor, calling in the aggregate on the face or acquiring faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the Warrant Number minus the number of such shares of Common Stock. The balance of Stock purchased by the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and Holder upon such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsexercise.

Exercise. The Option (a) These Retention Options shall be exercisable during Optionee's lifetime only exercised, as to the vested Option Shares, by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a (a) written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify stating the number of Option Shares to be being purchased (the "Purchased Shares"in whole shares only) and such other information set forth on the aggregate form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Exercise Price for such shares (of the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) Option Shares covered by the delivery notice, unless Recipient elects to exercise the cashless exercise option set forth in Section 6(b) below, in which case no payment will be required (or such other consideration as has been approved by the Board of Directors consistent with the Plan). The Retention Options are not assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable, to the Company of a certificate extent vested, only by Recipient during his or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orher lifetime. (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable Anything herein to the Company. The Optionee will be obligated contrary notwithstanding, to pay the Exercise Price in the manner contemplated by (a) and/or (b) above extent and will be permitted to pay the Exercise Price in cash only to the extent that it canvested, if the Company’s common stock is not listed for trading on a national securities exchange such as the Nasdaq Stock Market, the New York Stock Exchange LLC, or the NYSE MKT LLC, the Retention Options may also be exercised (as to the Option Shares vested) at such time by means of a “cashless exercise” in which the Recipient shall be entitled to receive a certificate for the number of Option Shares equal to the quotient obtained by dividing: [(A-B) (X)] by (A), where: (A) equals the closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid in by the manner provided in Company; (aB) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay equals the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.Option, as adjusted from time to time in accordance herewith; and (X) equals the number of vested Option Shares issuable upon exercise of these Retention Options in accordance with the terms of the Retention Options by means of a cash exercise rather than a cashless exercise (or, if the Retention Option is being exercised only as to a portion of the shares as to which it has vested, the portion of the Retention Options being exercised at the time the cashless exercise is made pursuant to this Section 6). For purposes of this Agreement:

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise. For purposes hereof, the Purchase Price shall be equal to be purchased $8.56375 per share. (b) The Registered Holder may, at its option, elect to pay some or all of the "Purchased Shares") and the aggregate Exercise Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such shares number of Warrant Shares as is determined by dividing ti) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Subsection l(c) below (the "Exercise NoticeDate"), together with payment in full ) over the Purchase Price per share. The Fair Market Value per share of such aggregate Exercise Price Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of the Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee shall be obligated Board of Directors has not made such a determination within the three month period prior to pay the Exercise Price in Date, then (A) the manner contemplated by (a) above only to the extent that he or she owns shares Fair Market Value per share of Common Stock beneficially, has shall be the power amount next determined by the Board of Directors to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss represent the fair market value per share of the special tax treatment afforded incentive stock optionsCommon Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to Subsection l(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsections l(a) and lib) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. The Option shall Payment may be exercisable during Optionee's lifetime only by Optionee made either (i) in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 7 hereof2.2, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers Other Securities) determined as provided herein. Notwithstanding any provisions herein to the Company good and valid title to such sharescontrary, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on if the basis of the aggregate Fair Market Value thereof on of one share of Common Stock is greater than the Exercise Price (at the date of such exercisecalculation as set forth below), provided that in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company is not then prohibited from purchasing or acquiring such together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock; and/or (b) by reducing Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company’s Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B = Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only made either (i) in cash, by Optionee official bank check or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery wire transfer of immediately available funds to the Company of a written notice of such exercise pursuant equal to the notice procedures set forth applicable aggregate Exercise Price, or (ii) by delivery of this Warrant, Common Stock and/or Common Stock receivable upon exercise of this Warrant in Section 7 hereofaccordance with Subsection (b)below, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such form (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), Other Securities) determined as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orherein. (b) Notwithstanding any provisions herein to the contrary, if (1) the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below) and (2) the Company does not then have an effective registration statement covering the resale of the Common Stock issuable upon exercise of this Warrant, then in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B)/A Where X= the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise the Holder Y= the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on at the date of such exercisecalculation) A= the Fair Market Value of one share of the additional shares of Company’s Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B= Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall be exercisable Subject to the terms of this Warrant and compliance with all applicable securities laws, Registered Holder may exercise this Warrant during Optionee's lifetime only the term, for up to Three Hundred Thousand (400,000) shares at any time during the term of this Warrant agreement, by Optionee or by his or her guardian or legal representativesurrendering this Warrant at the principal office of the Company, and after Optionee's death only with the subscription form attached hereto duly executed by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased Registered Holder (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise “Election Notice"”), together with full payment in full of such aggregate Exercise Price as follows: the sum obtained by multiplying (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Warrant Stock the Registered Holder desires to be issued purchase by (b) the Purchase Price as determined in accordance with the terms hereof. Registered Holder may exercise this Warrant for less than the full number of shares of Warrant Stock purchasable hereunder but must exercise this Warrant in increments of twenty five thousand (25,000) shares, as adjusted pursuant hereto, if the exercise is for less than all remaining Warrant Stock then exercisable hereunder. Upon Registered Holder's partial exercise, Registered Holder must surrender this Warrant, and delivered the Company shall issue to Optionee upon such exercise (such reduction to be valued on the basis Registered Holder a new Warrant of the aggregate Fair Market Value (determined same tenor for purchase of the number of remaining shares of Warrant Stock not purchased. Registered Holder shall be deemed to have exercised this Warrant immediately prior to the close of business on the date of its surrender for exercise as provided above, and shall be treated for all purposes as the holder of record of such exercise) shares as of the additional close of business on such date. As soon as practicable on or after such date, the Company shall issue and deliver to the Registered Holder a certificate or certificates for the number of whole shares of Common Warrant Stock that would otherwise have been issued and delivered issuable upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such . No fractional shares may be issued upon any exercise of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsthis Warrant.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to be purchased (pay some or all of the "Purchased Shares") and the aggregate Exercise Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such shares number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 2(b) below (the "Exercise NoticeDate"), together ) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to the preceding sentence with payment in full respect to the maximum number of such aggregate Exercise Price as follows:Warrant Shares purchasable pursuant to this (ai) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the day immediately preceding the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount determined by the delivery Board of Directors to represent the fair market value per share of the Common Stock; and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly make such a determination and notify the Registered Holder of the Fair Market Value per share of Common Stock. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 2(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder may direct (it being understood that such issuance shall be made without charge to the Registered Holder for any issuance tax or other cost incurred by the Company in connection with such exercise and issuance, excluding any applicable transfer taxes): 4 5 (i) a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing for the number of shares of Common Stock full Warrant Shares to which the Registered Holder shall be issued and delivered to Optionee entitled upon such exercise (such reduction plus, in lieu of any fractional share to be valued on which the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that Registered Holder would otherwise have been issued and delivered upon such exercise)be entitled, provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by cash in an exchange of shares amount determined pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.Section 4 hereof; and

Exercise. The Stock Option shall be exercisable during Optionee's lifetime only from time to time in increments equal in each instance to the Exercisable Portion (as defined below). Each Exercisable Portion of the Option shall be exercisable by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the Investor’s delivery to the Company of a written notice of such exercise pursuant to (“Option Notice”), on the notice procedures terms and conditions set forth in Section 7 hereof2(b) below, which notice within 120 days following a Triggering Event, but only if, with respect to the portion of the Stock Option so exercised, a Triggering Event (as defined below) shall specify have occurred. The term “Triggering Event” shall mean, with respect to a portion of the Stock Option, the time an employee of the Company or any permitted transferee who has been granted an Employee Stock Option as of the date hereof shall have exercised all or any portion of the Employee Stock Option held by such employee or transferee (any such exercise, an “Employee Exercise”). For each such Employee Exercise, the Investor shall have the right to exercise the Stock Option to purchase a number of shares such that, immediately after such Investor exercise, 51% of the Contingent Shares issued with respect to such Employee Exercise shall be Option Shares and 49% of the Contingent Shares issued with respect to such Employee Exercise shall be Employee Shares. The number of shares so purchased by the Investor in each such exercise shall be the “Exercisable Portion”. In the event the Exercisable Portion would result in a fractional share, (i) initially the number of shares constituting the Exercisable Portion will be rounded up to the nearest whole number, and (ii) upon subsequent exercises, the number of shares constituting the Exercisable Portion will be rounded up or down as necessary so that the aggregate number of Option Shares that have been issued shall always be equal, as nearly as practicable, to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis 51% of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the total number of shares of Common Stock to be issued and delivered to Optionee upon such exercise Contingent Shares that have been issued. The Company shall notify the Investor promptly (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of but in no event later than 3 days after such exercise) in writing of the additional shares occurrence of Common Stock that would otherwise have been issued and delivered upon such exercise)each Triggering Event, provided it being understood that the giving of such notice by the Company is shall not then prohibited from purchasing or acquiring such shares of Common Stock. The balance be a condition to the right of the Exercise Price not paid by an exchange of shares pursuant Investor to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to exercise the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss Exercisable Portion of the special tax treatment afforded incentive stock optionsStock Option.

Exercise. The Option a. This Warrant may be exercised on or before the expiration date of June 30, 2002 by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. For purposes hereof, the Purchase Price shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled equal to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery $______ per share. b. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one share of Common Stock is greater than the Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Registered Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of a written Exercise and notice of such exercise pursuant election in which event the Company shall issue to the notice procedures set forth in Section 7 hereof, which notice shall specify Registered Holder the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to Stock computed using the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing following formula: Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Registered Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being canceled (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares Company's Common Stock (at the date of such calculation) B = Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, if the Common Stock is listed or quoted on a national securities exchange, the Nasdaq Stock Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of the Common Stock shall be deemed to be the average of the last reported sales price per share of Common Stock thereon for the five trading days immediately preceding the Exercise Date; provided, however, that would otherwise have been issued and delivered upon if no such exercise)price is reported during such five-day period, provided that or if the Company Common Stock is not then prohibited from purchasing listed or acquiring such shares quoted on a national securities exchange, the Nasdaq Stock Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee shall be obligated Board of Directors has not made such a determination within the three-month period prior to pay the Exercise Price in Date, then (A) the manner contemplated by (a) above only to the extent that he or she owns shares Fair Market Value per share of Common Stock beneficiallyshall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), has (B) the power Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to dispose subsection 1.b. shall be delayed until such determination is made. c. Each exercise of those this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsections 1.a. and 1.b. above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1.d. below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. d. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise (and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" in the case of exercise under the net exercise provision of Subsection 1.b., minus the number of shares resulting underlying the Warrant which were surrendered in a loss of the special tax treatment afforded incentive stock optionsaccordance therewith).

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to be purchased (pay some or all of the "Purchased Shares") and the aggregate Exercise Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such shares number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise NoticeDate")) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, together with payment in full then the number of such aggregate Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Price Date. The Fair Market Value per share of Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market System, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market System, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be obligated the amount next determined by the Board of Directors to pay represent the Exercise Price fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only to the extent that he or she owns number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock beneficially, has Warrant Shares (if any) covered by the power to dispose portion of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant cancelled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the Israeli Ministry of Health approves the execution of the Study Protocol (as defined in that certain Clinical Trial Agreement, dated as of February 17, 2010, by and between the Registered Holder, Pxxx. Xxxxxxxxx Xxxxxxxx and BrainStorm Cell Therapeutics Ltd., and as amended from time to time). (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be purchased equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the "Purchased Shares"total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the aggregate denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Price for such shares (the "Exercise Notice"), together with payment in full Date. The Fair Market Value per share of such aggregate Exercise Price Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be obligated delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to pay have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Price Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only to the extent that he or she owns number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock beneficially, has Warrant Shares (if any) covered by the power to dispose portion of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant cancelled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery Registered Holder, in whole or in part, to the extent then exercisable, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered --------- Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, by certified or bank check or wire transfer, of a written notice the Purchase Price payable in respect of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Warrant Shares purchased upon such exercise. (b) In the event of the exercise of this Warrant, if the Registered Holder so elects, the Registered Holder will receive shares of Common Stock equal to the value of the Warrant Shares to be purchased (upon such exercise by surrender of this Warrant at the "Purchased Shares"location and in the manner described in Section 1(a) and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full notice of such aggregate Exercise Price as follows: (a) by election, in which event the delivery Company shall issue to the Company Registered Holder that number of a certificate or certificates representing shares of the Company's Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to Stock computed using the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance following formula: X = Y (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (bA-B) by reducing ------- A Where: X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction the Registered Holder. Y = the number of shares of Common Stock requested to be valued on exercised under this Warrant (at the basis date of such calculation). A = the aggregate Fair Market Value (determined on as defined below) of one share of the Company's Common Stock (at the date of such exercisecalculation). B = Purchase Price (as adjusted to the date of such calculation). An example of this calculation is attached hereto as Exhibit II. ---------- (c) For purposes of this Section 1, "Fair Market Value" of one share of the Company's Common Stock shall mean (i) if the Company's Common Stock is then listed on a national securities exchange or on The Nasdaq Stock Market, the last reported sale price on such date; or (ii) otherwise, the fair market value as determined by the Board of Directors of the Company. (d) Each exercise of this Warrant shall be deemed to have been effected at the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(e) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (e) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the additional aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of Common Stock that would otherwise have been issued and delivered this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative(a) Except as set forth in subsection 1(b) below, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option this Warrant may only be exercised by the delivery to Registered Holder in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by --------- such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to be purchased pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of shares of the Company's common stock, $0.001 par value (the `Common Stock"Purchased Shares"), as is then issuable upon conversion of the Series C Preferred (as to which this Warrant is exercisable) and determined by dividing (i) the aggregate Exercise total Purchase Price for payable in respect of the number of shares of Series C Preferred being purchased upon such shares exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Section 1(c) below (the "Exercise NoticeDate"), together ) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with payment in full of such aggregate Exercise Price as follows: (a) by the delivery respect to the Company maximum number of a certificate or certificates representing shares of Common StockStock so purchasable pursuant to this method, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock so purchasable shall be equal to be issued and delivered to Optionee upon such exercise the total number of shares of Common Stock, minus the product obtained by multiplying (such reduction to be valued on x) the basis total number of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued purchasable by (y) a fraction, the numerator of which shall be the Purchase Price per share and delivered upon the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average last reported sale prices per share of Common Stock thereon over the thirty-day period the Exercise Date; or, if no such exercise)price is reported on such date, provided that such price on the Company next preceding business day. (ii) If the Common Stock is not then prohibited from purchasing listed on a national securities exchange, the Nasdaq National Market or acquiring such shares another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be obligated the amount next determined by the Board of Directors to pay represent the Exercise Price Fair Market Value per share of Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. References in the manner contemplated by (a) above only this Warrant to the extent that he or she owns "Warrant Shares" shall include shares of Common Stock beneficiallypurchasable under this subsection (b). (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, has the power person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to dispose have become the holder or holders of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss record of the special tax treatment afforded incentive stock optionsWarrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in whole or in part the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes and subject to compliance with all applicable federal and state securities laws) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection 1(a) above.

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only by Optionee made either in (i) cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures set forth applicable aggregate Exercise Price, (ii) by delivery of the Warrant, Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section 7 hereof(b) below, which notice shall specify or (iii) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such form (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), Other Securities) determined as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orherein. (b) If, despite the Company's obligations under the Securities Purchase Agreement, the Warrant Shares to be issued are not registered and available for resale pursuant to a registration statement in accordance with the Securities Purchase Agreement, then the holder of this Warrant may, at its election exercised in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making a cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --- A ----------- Where X= the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis holder Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the aggregate Fair Market Value Warrant is being exercised, the portion of the Warrant being exercised (determined on at the date of such exercisecalculation) A= the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the calculation) B= Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option (a) To effect exercises hereunder, the Holder shall not be exercisable during Optionee's lifetime only required to physically surrender this Warrant unless the aggregate Warrant Shares represented by Optionee or by his or her guardian or legal representative, and after Optionee's death only by this Warrant is being exercised. Upon delivery of the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by form of subscription attached hereto (the delivery "Subscription Form") to the Company of a written at its address for notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the Purchase Agreement and upon payment of the Exercise Price multiplied by the number of Option Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event later than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by the Purchase Agreement, shall be purchased free of restrictive legends. A "Date of Exercise" means the date on which the Holder shall have delivered to the Company: (i) the "Purchased Shares"Subscription Form, appropriately completed and duly signed and (ii) and payment of the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full number of such aggregate Exercise Price as follows: (a) Warrant Shares so indicated by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares Holder to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orpurchased. (b) If by reducing the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to Section 1(a), then the Holder will have the right to rescind such exercise. (c) If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to Section 1(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the Date of Exercise and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis Holder in respect of the aggregate Fair Market Value Buy-In. (determined d) The Company's obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Xxxxxx's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof. (e) If, following at least 30 days from the registration of the Warrant Shares in accordance with the Registration Rights Agreement, the VWAP of the Common Stock price on any day for any continuous period of twenty (20) days equals or exceeds 200% of the Exercise Price, the Company can send a call notice in respect of the Warrants to the Holder requiring the mandatory exercise by the Holder of the Warrants (the “Warrant Call”). The Holders shall have sixty calendar days from the date of such exercisethe Warrant Call to exercise the Warrants. If the Holder fails to exercise the Warrant within sixty (60) calendar days from receipt of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise)Warrant Call, provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above Warrant shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above cancelled and will be permitted to pay the Exercise Price in cash only forfeited and shall become null and void to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock optionsthen exercised.

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option This Warrant may only be exercised by the delivery Holder hereof by surrendering it to the Company Company, with an exercise notice, in the form attached hereto (the “Exercise Notice”), appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is exercised as follows (at the election of a written notice of such exercise pursuant the Holder): (i) with respect to the notice procedures set forth exercise of this Warrant on a “cash basis”, by wire transfer of immediately available funds, in Section 7 hereofgood certified check or good bank draft payable to the order of the Company; provided, which notice shall specify that the Holder provides the information on the Exercise Notice that is reasonably necessary for the Company to issue the Warrant Shares in compliance with U.S. federal securities law; (ii) with respect to the exercise of this Warrant on a “cashless basis” by surrendering this Warrant for that number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers Stock equal to the Company good and valid title to such shares, free and clear quotient obtained by dividing (x) the product of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise underlying this Warrant or any portion thereof being exercised (such reduction to be valued on at the basis election of the aggregate Holder), multiplied by the difference between the Fair Market Value and the Warrant Price by (determined y) the Fair Market Value. “Fair Market Value” means (A) if at the time of exercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, OTCQX, OTCQB or any other national securities or over-the-counter exchange (each, an “Exchange”), then the average last sale price of a share of Common Stock for the ten trading days ending on the third trading day prior to the date on which notice of such exerciseexercise of this Warrant is sent to the Company (the “Exercise Date”); or (B) if at the time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the fair market value, of a share of Common Stock as shall be determined by the Board of Directors of the additional Company (the “Board”) in its good faith judgment; provided, however, that notwithstanding the foregoing, the issuance of shares of Common Stock that would otherwise have been issued and delivered or other securities upon such exercise)the exercise of this Warrant shall be made without charge to the Holder for any issue in respect thereof; provided further, provided that however if at any time the Common Stock is not a “covered security” under Section 18(b) of the Securities Act, the Company is not then prohibited from purchasing or acquiring such shares may, at its option, require the exercise of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant this Warrant to (a) or (b) above shall be paid in cash or by made on a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options“cashless basis.”

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery Registered Holder, in whole or in part, by surrendering this Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate by notice in writing to the Registered Holder, accompanied by either (i) cash or certified cashier’s check payable to the Company (or wire transfer of immediately available funds), in lawful money of the United States, of the Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise (the “Aggregate Exercise Price”); or (ii) a written notice of such exercise pursuant to the notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company that the Registered Holder is exercising this Warrant on a “cashless” exercise basis by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant which when multiplied by the Fair Market Value (as defined below) of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in Section 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) Promptly after the date of exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, a certificate or certificates representing shares for the number of Common Stockfull Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, duly endorsed in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of the Registered Holder and the Company shall not be required to issue or accompanied by a duly executed stock power, which delivery effectively transfers deliver certificates until the person or person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company good that such tax has been paid. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and valid title arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. (d) The Company shall use commercially reasonable efforts to assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company), at the Company’s expense. (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such transaction or event in which case such exercise shall not be deemed effective until the consummation of such transaction or event. (f) The Company shall not effect any exercise of this Warrant, and the Registered Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to such sharesissuance after exercise as set forth in the purchase form appended hereto as Exhibit A, free the Registered Holder (together with the Registered Holder’s Affiliates (as defined below), and clear of any pledge, commitment, lien, claim other person or other encumbrance (such shares to be valued on entity acting as a group together with the basis Registered Holder or any of the aggregate Fair Market Value thereof on the date of such exerciseRegistered Holder’s Affiliates), provided that would beneficially own in excess of the Company is not then prohibited from purchasing or acquiring such shares Beneficial Ownership Limitation (as defined below). For purposes of Common Stock; and/or (b) by reducing the foregoing sentence, the number of shares of Common Stock to be issued beneficially owned by the Registered Holder and delivered to Optionee upon such exercise (such reduction to be valued on its Affiliates shall include the basis number of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would otherwise have been issued be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Registered Holder or any of its Affiliates and delivered upon such exercise(B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other securities exercisable or exchangeable for or convertible into Common Stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f), provided beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, it being acknowledged by the Registered Holder that the Company is not then prohibited from purchasing representing to the Registered Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Registered Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1(f) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Registered Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Registered Holder, and the submission of the purchase form appended hereto as Exhibit A shall be deemed to be the Registered Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Registered Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or acquiring confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f), in determining the number of outstanding shares of Common Stock. The balance , a Registered Holder may rely on the number of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns outstanding shares of Common Stock beneficiallyas reflected in (x) the Company’s most recent periodic or annual report, has as the power to dispose of those shares and such disposition contemplated case may be, (y) a more recent public announcement by the Company or (az) above would not constitute a "disqualifying disposition" any other notice by the Company or the Company’s transfer agent setting forth the number of shares resulting of Common Stock outstanding. Upon the written or oral request of the Registered Holder, the Company shall within three (3) business days confirm orally and in writing to the Registered Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Registered Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. By written notice to the Company, the Registered Holder may at any time and from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage specified in such notice (or specify that the Beneficial Ownership Limitation shall no longer be applicable), provided, however, that (A) any such increase (or inapplicability) shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (B) any such increase or decrease shall apply only to the Registered Holder and not to any other holder of Company Warrants (as defined below). The provisions of this paragraph shall be construed and implemented in a loss manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the special tax treatment afforded incentive stock optionsintended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. For purposes hereof, “Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Act. With respect to a Registered Holder, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Registered Holder will be deemed to be an Affiliate of such Registered Holder.

Exercise. The Option shall (a) Payment may be exercisable during Optionee's lifetime only by Optionee made (i) either in cash or by his certified or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery official bank check payable to the order of the Company of a written notice of such exercise pursuant equal to the notice procedures applicable aggregate Exercise Price, (ii) by delivery of Common Stock of the Company having a Fair Market Value equal to the Exercise Price, (iii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in Section 7 hereofsubsection (b) below, which notice shall specify or (iv) by a combination of any of the foregoing methods, for the number of Option Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to be purchased (reflect any adjustment in the "Purchased Shares"total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the aggregate Exercise Price for such shares (Holder shall thereupon be entitled to receive the "Exercise Notice")number of duly authorized, together with payment in full of such aggregate Exercise Price as follows: (a) by the delivery to the Company of a certificate or certificates representing validly issued, fully-paid and non-assessable shares of Common Stock, duly endorsed Stock (or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), Other Securities) determined as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/orherein. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by reducing surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on at the date of such exercisecalculation) A = the Fair Market Value of one share of the additional shares of Company's Common Stock that would otherwise have been issued and delivered upon (at the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of calculation) B = the Exercise Price not paid by an exchange of shares pursuant to per share (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable as adjusted to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, the Optionee shall be obligated to pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares date of Common Stock beneficially, has the power to dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the special tax treatment afforded incentive stock options.calculation)

Exercise. The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option (a) This Warrant may only be exercised by the delivery to Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of a written notice the United States, of such exercise pursuant to the notice procedures set forth Purchase Price payable in Section 7 hereof, which notice shall specify respect of the number of Option Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be purchased equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the "Purchased Shares"total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the aggregate denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Price for such shares (the "Exercise Notice"), together with payment in full Date. The Fair Market Value per share of such aggregate Exercise Price Common Stock shall be determined as follows: (ai) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the delivery Board of Directors to represent the Company fair market value per share of the Common Stock (including without limitation a certificate determination for purposes of granting Common Stock options or certificates representing shares issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) by reducing the number of shares of Common Stock to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be paid in cash or by a cashier's or certified bank check payable to the Company. The Optionee will be obligated to pay the Exercise Price in the manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be paid in the manner provided in (a) and (b) above. Notwithstanding the foregoing, if the Optionee Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be obligated delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to pay have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Price Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the manner contemplated name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) above only to the extent that he or she owns number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock beneficially, has Warrant Shares (if any) covered by the power to dispose portion of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting this Warrant cancelled in a loss payment of the special tax treatment afforded incentive stock optionsPurchase Price payable upon such exercise pursuant to subsection 1(b) above.