Common use of Exercise Clause in Contracts

Exercise. Subject to Section 10, this Warrant may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Company, in the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.

Exercise. Subject to Section 10, this Warrant Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made either (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the applicable aggregate Exercise Price, (ii) if there is not an effective registration statement covering the resale of the shares of Common Stock underlying this Warrant, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the immediately following sentence and the formula contained therein, or (iii) by a combination of any of the foregoing methods, for the number of shares of 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 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. 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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company's Common Stock immediately prior (at the date of such calculation) B = Exercise Price (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10, this Warrant Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made either (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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 2.2, 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. Notwithstanding any provisions herein to the contrary, if the Current 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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company’s Common Stock immediately prior (at the date of such calculation) B = Exercise Price (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject (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 Section 10, this Warrant may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender Company. Promptly upon exercise of this Warrant, together with the form of notice of exercise (in Holder must deliver the form attached hereto as Exhibit A) duly completed and executed by Holder, original Warrant to the Company at its principal office and accompanied by payment in full, Company. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the CompanyCompany 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 (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 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. (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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereofat the principal office of the Company together with the properly endorsed Exercise Notice selecting this Section 2.2(b) immediately prior method in which event the Company shall issue to the exercise Holder a number of shares of Common Stock computed using the Conversion Right following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to 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 (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company’s Common Stock immediately prior (at the date of such calculation) B = the Exercise Price per share (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by the Registered Holder or by the Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, payable in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise respect of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that purchased upon such exercise. (b) If the Company is equal unable for any reason to deliver to the quotient obtained by dividing (x) Registered Holder unlegended, freely tradeable Warrant Shares pursuant to the value United States Securities Act of 1933 upon exercise of this Warrant, then 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 all or a portion of this Warrant. If the portion thereof being converted) at Registered Holder wishes to exercise this Warrant by this method, the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise (which shall in no event exceed the total number of Warrant Shares purchasable under this Warrant (or such portion thereof) immediately prior as set forth above), subject to the exercise adjustment under Section 2 of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) shall be determined as follows: X=Y[(A-B)/A]; where X= the Current number of Warrant Shares to be issued to the Holder; Y= the number of Warrant Shares with respect to which this Warrant is being exercised; A= the Fair Market Price Per Share Value of one share of Common Stock; B= the Purchase Price of one share of Common Stock. The Fair Market Value per share of Common Stock immediately prior to shall be determined as follows: (i) If the exercise Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system (including, without limitation, the OTC Bulletin Board or any successor and, if the average daily trading volume for the preceding 10 days has been at least 100,000 shares, the Pink Sheets) as of the Conversion Right. Any references in this Warrant to Exercise Date, the "exercise" Fair Market Value per share of any Warrants, and the use of the term "exercise" herein, Common Stock shall be deemed to includebe 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 Board of Directors to represent the fair market value per share of the Common Stock (including without limitationlimitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, any 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. Notwithstanding the foregoing, if the 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 the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is intended, understood and acknowledged that the Warrant Shares issued upon made. (c) Each exercise of a Conversion Right this Warrant shall be deemed to have been acquired 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 accompanied by Holderpayment in full of the Purchase Price at the offices of the Company or at such other location as may be specified by the Company to the Holder in writing from time to time (the "Exercise Date"). Subject to Section 4 hereof, and at such time, the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event within 5 business days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after to which the Registered Holder shall be entitled upon such exercise, as adjusted as required 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 remaining Warrant Shares.

Exercise. Subject 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 Section 10, this Warrant do so under Optionee's last will and testament or applicable intestate law. The Option may only be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, delivery to the Company at its principal office and accompanied by payment in full, in cash or by check payable of a written notice of such exercise pursuant to the order notice procedures set forth in Section 7 hereof, which notice shall specify the number of Option Shares to be purchased (the Company, in the amount of "Purchased Shares") and the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date shares (the "Conversion RightExercise Notice"), into Warrant Shares, together with payment in full of such aggregate Exercise Price as follows: (a) by surrendering this Warrant the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightexecuted stock power, which delivery effectively transfers to the Company shall deliver good and valid title to Holder (without payment by Holder such shares, free and clear of any Exercise Price) that number of Warrant Shares that is equal pledge, commitment, lien, claim or other encumbrance (such shares to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined be valued on the basis of the Current aggregate Fair Market Price Per ShareValue 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) of that by reducing the number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share shares of Common Stock immediately prior to be issued and delivered to Optionee upon such exercise (such reduction to be valued on the exercise basis of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, aggregate Fair Market Value (determined on the date this Warrant was originally 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 Securities Purchase AgreementCompany. In The Optionee will be obligated to pay the event this Warrant is 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 exercised be paid in fullthe manner provided in (a) and (b) above. Notwithstanding the foregoing, the Warrant Shares Optionee shall be reduced by obligated to pay the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor Exercise Price in the name manner contemplated by (a) above only to the extent that he or she owns shares of HolderCommon Stock beneficially, reflecting has the number power to dispose of Warrant Shares remaining after those shares and such exercisedisposition 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. Subject to Section 10, this Warrant (a) Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, either in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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 subsection (b) below, or (iv) by a combination of any of the foregoing methods, for the number of 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 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. (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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise Holder a number of shares of Common Stock computed using the Conversion Right following formula: X= Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to 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 (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company's Common Stock immediately prior (at the date of such calculation) B = the Exercise Price per share (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject This Option shall be exercisable when and to the extent vested in accordance with Section 101. Each election to exercise this Option shall be in writing, signed by the Participant or the Participant’s executor or administrator or the person or persons to whom this Warrant may be converted Option is transferred by will or exercised the applicable laws of descent and distribution (collectively, the “Option Holder”), and received by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and office, accompanied by this certificate and payment in fullfull as provided in the Plan. Subject to the further terms and conditions provided in the Plan, in the Option Price may be paid as follows: (a) by delivery of cash or by check payable acceptable to the order of the Company, Committee; (b) in the amount of Shares having a Fair Market Value equal to the aggregate Exercise Option Price for the Warrant Shares covered being purchased; provided that such Shares have been held by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning Participant for no less than six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being convertedother period as established from time to time by the Committee); (c) immediately prior 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 Conversion Right from Option and to deliver promptly to the Company an amount out of proceeds of such sale equal to the aggregate current market price (determined on the basis of the Current Market Option Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreementbeing purchased; or (e) through net settlement in Shares. In the event this Warrant Option is not exercised in fullby an Option Holder other than the Participant, the Warrant Company will be under no obligation to deliver Shares shall be reduced hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option. The Option Holder may elect to satisfy applicable minimum tax withholding requirements by having the Company withhold from the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant shares of like tenor in the name of Holder, reflecting the Stock that otherwise would be delivered on exercise that number of Warrant Shares remaining after shares of Stock having an aggregate Fair Market Value equal to the amount required to satisfy minimum tax withholding requirements. Any fractional shares required to be withheld to satisfy such exerciseobligation(s) shall be rounded up to the next whole share with the excess withheld amount payable in cash to the Option Holder.

Exercise. Subject (a) These Options shall be exercised, as to Section 10the vested shares, this Warrant may be converted or exercised by Holder, delivery to the Company of (a) written notice of exercise stating the number of Option Shares being purchased (in whole or in part, at any time shares only) and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time such other information set forth on the Expiration Date by surrender of this Warrant, together with the form of notice Notice of exercise (in the form Exercise attached hereto as Exhibit AA hereto, (b) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in a check or cash or by check payable to the order of the Company, in the amount of the aggregate Exercise Price for of the Warrant Option Shares covered by the 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 exerciseother consideration as has been approved by the Board consistent with the Plan). In lieu These Options shall are not assignable or transferable, except by will or by the laws of exercising this Warrant pursuant descent and distribution, and shall be exercisable only by Recipient during his or her lifetime. (b) Anything herein to the immediately preceding sentencecontrary notwithstanding, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in extent and only to the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightextent vested, the Company 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 deliver be entitled to Holder (without payment by Holder of any Exercise Price) that receive a certificate for the number of Warrant Option Shares that is equal to the quotient obtained by dividing dividing: [(xA-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 this Warrant 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 by the Company; (or B) equals the Exercise Price of the 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 thereof of the Options being converted) exercised at the time the Conversion Right cashless exercise is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments made pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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 RightSection 6). For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.:

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price for payable in respect of the number of Warrant Shares covered by 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. In lieu of exercising If the Registered Holder wishes to exercise this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant method of payment with respect to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that 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 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 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 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. Notwithstanding the foregoing, if the 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 (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrantsubsection 1(b) by shall be delayed until such determination is made. (yc) the Current Market Price Per Share of one share of Common Stock immediately prior Notwithstanding anything to the contrary herein, each exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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 Date and not before, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have commenced, on become the date 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 was originally issued pursuant to the Securities Purchase Agreementand not of any corresponding underlying Warrant Shares. In the event Provided this Warrant is not surrendered on or prior to the Expiration Date, this Warrant may be exercised in full, 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 Shares shall be reduced by and continue in full force and effect. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part on the Exercise Date, and in any event within 3 business days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after equal (without giving effect to any adjustment therein) to the number of such exerciseshares 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 and paid for in cash pursuant to subsection 1(a) (if any) 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.

Exercise. Subject to Section 10, this Warrant The Option may be converted or exercised only to the extent the Option is vested, unless otherwise agreed to by Holderthe Administrator, and may be exercised only by the delivery to the Company of a properly completed written notice, in whole or in partform satisfactory to the Administrator, at any time which notice shall specify the number of Option Shares to be purchased and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrantaggregate Option Price for such shares, together with the form payment in full of notice of exercise (such aggregate Option Price. Payment shall only be made as specified in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order Plan. If any part of the Company, in the amount payment of the aggregate Exercise Option Price for the Warrant Shares covered is made in shares of Stock, such shares shall be valued by such exercise. In lieu using their Fair Market Value as of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon of exercise of the Conversion Right, Option. The Option may not be exercised unless the Company shall deliver to Holder Participant (without payment by Holder a) enters into (i) a restricted stock agreement covering the shares of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the Stock issuable upon exercise of the Conversion Right Option (a "Restricted Stock Agreement") and (ii) any other document (a "Private Issuance Document") the Company determines necessary to ensure that the Option Shares are issued pursuant to an available exemption from the aggregate current market price (determined on the basis registration requirements of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amendedamended (the "Securities Act"), it and applicable state securities laws, and (b) there 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 intendedcompliance with all such requirements. Notwithstanding the foregoing, understood and acknowledged that the Warrant Shares issued Participant shall not be required to enter into a Restricted Stock Agreement or a Private Issuance Document upon exercise of a Conversion Right shall be deemed the Option in the event that, at the time of such exercise, (a) the Option is fully vested as to have been acquired by Holderthe 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 holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to Company under the Securities Purchase AgreementAct covering the issuance of the Option Shares upon exercise of the Option. In The Participant acknowledges and agrees that the event this Warrant is not exercised Restricted Stock Agreement may include such provisions as the Administrator in fullits sole discretion may determine to be desirable including, the Warrant Shares shall be reduced by the number without limitation, restrictions on transfer, rights of Warrant Shares subject to such partial exercise, and first refusal of the Company, Company repurchase rights that may be exercised at its expenseany time and for any reason, shall forthwith issue and deliver to Holder a new Warrant of like tenor including repurchases under specified circumstances that will result in the name Participant not realizing any gain from the purchase of Holderthe shares, reflecting deferred payment for the number purchase of Warrant shares from the Participant, rights to require sale of the shares 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 remaining after 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 exerciseRestricted 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. Subject to Section 10, this (a) This Warrant may be converted or exercised by Holder, 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, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender upon delivery of this Warrant, together with the form of written notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, intent to the Company at its principal office and accompanied by payment the following address: 0000 Xxxx Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxx 00000 or such other address as the Company shall designate in full, in cash or by check payable written notice to the order of the CompanyAgent, together with this Warrant and payment (in the amount of manner described in Section 3(b) below) for the aggregate Exercise Price for of the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signedso purchased. Upon exercise of the Conversion Rightthis Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to Holder (without payment by Holder of any Exercise Price) that the Agent a certificate or certificates for the total number of Warrant whole Shares that is equal to the quotient obtained by dividing (x) the value of for which this Warrant (or is being exercised in such names and denominations as are requested by the portion thereof being converted) at Agent. If this Warrant shall be exercised with respect to less than all of the time Shares, the Conversion Right is Agent shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, determined by subtracting the aggregate Exercise Price which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Warrant (or such portion thereof being converted) immediately prior Shares to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable be purchased upon exercise of this Warrant may be made (i) by the delivery of a certified or such portion thereof) immediately prior cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased of (ii) by delivery of this Warrant and a notice that the Agent wished to make an exercise of Warrants for "Net Warrant Shares". The number of Net Warrant Shares to be issued in the Conversion Right case of (taking into account all applicable adjustments pursuant to this Warrantb)(ii) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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 determined as described by the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the following formula: Net Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement= [WS x (MP-EP)]/MP. In the event this Warrant "WS" is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject issuable upon exercise of the Warrants or portion of Warrants being exercised. "MP" is the closing Market Price of the Common Stock on the last trading day preceding the date request to such partial exercise, and exercise the Warrants is received by the Company, at its expense, as reported by The Nasdaq Stock Market or such other exchange or quotation system on which the Common Stock may be listed or quoted. "EP" shall forthwith issue and deliver mean the Exercise Price of the Shares to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercisebe purchased.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by such Registered Holder or by such Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Price for payable in respect of the number of Warrant Shares covered by issued upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Exercise 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 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 Date") over the Exercise Price per share. In lieu of exercising If the Registered Holder wishes to exercise this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant method of payment with respect to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that maximum number of Warrant Shares that is issuable pursuant to this method, then the number of Warrant Shares so issuable shall be equal to the quotient total number of Warrant Shares, minus the product obtained by dividing multiplying (x) the value total number of this Warrant Shares by (or y) a fraction, the portion thereof being converted) at numerator of which shall be the time the Conversion Right is exercised, determined by subtracting the aggregate 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: (i) 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 Warrant (or such portion thereof being converted) ten consecutive trading days ending on the day immediately prior to the exercise 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 Conversion Right from Exercise Date, the aggregate current Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined in good faith by the Board of Directors to represent the fair market price (determined on the basis value per share of the Current 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 Price Per ShareValue per share of Common Stock. Notwithstanding the foregoing, if the 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 the amount next determined in good faith 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), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that number of Warrant Shares purchasable upon it do so, and (C) the exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrantsubsection 2(b) by shall be delayed until such determination is made. (yc) the Current Market Price Per Share of one share of Common Stock immediately prior to the Each exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event within 10 days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after equal (without giving effect to any adjustment therein) to the number of such exerciseshares 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 Second Extension Agreement dated March 11, 1999 by and among the Registered Holder, Fleet Bank-N.H., the Company and certain of its subsidiaries (the "Second Extension Agreement")) or (ii) the mailing date of written notice by the Company of its intention to exercise its right under Section 8 to redeem Available Warrant Shares (as defined under subsection 8(a)).

Exercise. Subject to Section 10, this Warrant (a) Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made either (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany 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 (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 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. (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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise Holder a number of shares of Common Stock computed using the Conversion Right following formula: X= Where X = Y = A = B = Y(A-B) A the number of shares of Common Stock to be issued to 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 (taking into account all applicable adjustments pursuant to this Warrant) by (yat the date of such calculation) the Current Fair Market Price Per Share Value of one share of the Company's Common Stock immediately prior (at the date of such calculation) the Exercise Price per share (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10, this This Warrant may be converted or exercised by Holderexercised, in whole or in part, at any time and or in part from time to time beginning six months after the date hereof time, commencing on August 18, 1998 and prior to 5:00 p.m. New York City time P.M., Eastern Standard Time on August 18, 2001, by the Expiration Date Holder of this Warrant by the surrender of this WarrantWarrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the form of notice of exercise (Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in the form attached hereto as Exhibit A) duly completed and executed part. Payment for Warrant Shares shall be made by Holder, to the Company at its principal office and accompanied by payment in full, in cash certified or by official bank check payable to the order of the Company. 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 (a) issue a certificate or certificates in the amount name of the aggregate Exercise Price Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares covered by such exerciseis exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of exercising this Warrant pursuant any fractional share of the Common Stock which would otherwise be issuable in respect to the immediately preceding sentenceexercise of the Warrant, Holder shall have the right to require the Company at its option (a) may pay in cash an amount equal to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time product of (i) the daily mean average of the Closing Price of a share of Common Stock on the Expiration ten consecutive trading days before the Conversion Date and (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by ii) such fraction of a conversion notice share or (in the form attached hereto as Exhibit Bb) that has been duly completed and signedmay issue an additional share of Common Stock. Upon exercise of the Conversion RightWarrant, the Company shall issue and deliver to the Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price certificates for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the issuable upon such exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, within ten business days after such exercise and the use of the term "exercise" herein, person exercising shall be deemed to include, without limitation, any exercise be the holder of record of the Conversion RightCommon Stock issuable upon such exercise. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right No warrant granted herein shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, exercisable after 5:00 p.m. Eastern Standard Time on the third anniversary of the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseissuance.

Exercise. Subject The Warrant evidenced hereby shall become exercisable as to Section 10, this Warrant may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit ACommonShares) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order shares of the CompanyCommon Stock on (DATE) and shall terminate at 5:00 p.m., in the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentenceCalifornia time, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (DATE) (the "Conversion RightExpiration Date"), into Warrant Sharesprovided, by surrendering this Warrant to the Company accompanied by a conversion notice (however, that in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise no event may any fractional share of the Conversion Right, Common Stock be issued. In the Company shall deliver to Holder (without payment by Holder event that a fractional share would otherwise be issued as a result of any Exercise Price) that number adjustment made pursuant to Section 3 hereof or otherwise, payment of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined fractional share shall be made on the basis of the Current Market Price Per Share) on the date of that number of Warrant Shares purchasable upon exercise exercise. For the purpose of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any WarrantsSection 1, and the use of the term "exerciseMarket Price" hereinshall mean (a) if the Common Stock is traded on a national securities exchange or on The Nasdaq Stock Market, shall be deemed to includeInc., without limitationthe closing sales price (or, if no sales on that day, the high bid price) or (b) if the Common Stock is not traded as provided in subsection (a), the closing bid price as reported in the OTC Bulletin Board of the National Association of Securities Dealers, Inc. or in the pink sheets as reported by an organization performing the services previously furnished by the National Quotation Bureau, Inc. Upon any exercise of the Conversion Right. For purposes Warrant evidenced hereby, the form of Rule 144 promulgated under election to purchase set forth as Exhibit A hereto shall be properly completed, executed, and delivered to the Securities Act Company, together with a certified check or bank draft in full payment to the Company of 1933, the Purchase Price for the shares as amended, it is intended, understood and acknowledged that to which the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreementis exercised. In the event this Warrant that there is not exercised in full, only a partial exercise of the Warrant Shares evidenced hereby, there shall be reduced by issued to the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor Certificate, in the name of Holderall respects similar to this Warrant Certificate, reflecting evidencing the number of shares of the Common Stock still available for exercise. Upon receipt of full payment and properly completed documentation, the Company shall then cause the Transfer Agent for the Common Stock to issue fully paid and nonassessable shares of the Common Stock as are represented by the exercise. If this Warrant Shares remaining shall be surrendered upon exercise within any period during which the transfer books for the Common Stock are closed for any purpose, the Company shall not be required to make delivery of certificates for shares of the Common Stock until the date of the reopening of said transfer books. Expiration Date The Warrant evidenced hereby may not be exercised after the Expiration Date with respect to the shares of the Common Stock as to which the Warrant may be exercised and, to the extent the Warrant has not exercised as to any such exerciseshares by the Expiration Date, the Warrant evidenced hereby shall become void.

Exercise. Subject to Section 10, this Warrant (a) Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made either (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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 (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such form (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. (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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A= the Current Fair Market Price Per Share Value of one share of the Company's Common Stock immediately prior (at the date of such calculation) B= Exercise Price (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10, Exercise of this Warrant may shall be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by made upon surrender of this Warrant, together Warrant with the form of notice of exercise (in the form Warrant Exercise Form attached hereto as Exhibit A) duly completed and executed by Holder, signed and delivered to the Company Company, at its principal address 40 Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxx, Xxx Xxxx 00000 (or such office and accompanied by payment or agency of the Company as it may designate in fullwriting to the Holder hereof). Payment upon exercise shall be made at the written option of the Holder either (i) in cash, in cash wire transfer or by certified or official bank check payable to the order of the Company, in Company equal to the amount of the applicable aggregate Exercise Price for Price, (ii) by the withholding of shares of Warrant Shares covered by such exercise. In lieu Stock otherwise issuable upon exercise of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole accordance with Section 1.2 or (iii) by a combination of either of the foregoing methods, for the number of shares of Warrant Stock specified in part 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 at any time or times beginning six months 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 hereof on which the Company receives this Warrant, the executed Warrant Exercise Form and prior payment of the Exercise Price, if any (the “Exercise Date”)), issue or cause to 5:00 p.m. New York City time be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (subject to the restrictions on transfer described in the legend set forth on the Expiration Date (the "Conversion Right"face of this Warrant), into a certificate for the shares of Warrant SharesStock issuable upon such exercise, with such restrictive legend as required by surrendering this Warrant the Act, as applicable. Subject to the Company accompanied by a conversion notice (in delivery of this Warrant, the form attached hereto as Exhibit B) that has been duly completed executed Warrant Exercise Form and signed. Upon exercise payment of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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 limitationif any, any exercise of person so designated by the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Holder to receive Warrant Shares issued upon exercise of a Conversion Right Stock shall be deemed to have been acquired by Holder, and become the holding period for holder of record of such shares of Warrant Stock as of the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase AgreementExercise Date. In the event If this Warrant is not exercised in fullpart only, the Company shall, upon surrender of this Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercisefor cancellation, and the Company, at its expense, shall forthwith issue execute and deliver to Holder a new Warrant evidencing the rights of like tenor in the name Holder hereof to purchase the balance of Holder, reflecting the number of Warrant Shares remaining after such exerciseshares purchasable hereunder.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) EXHIBIT I duly completed and executed by such Registered Holder or by such Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash 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 equal to $8.56375 per share. (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 check canceling a portion of this Warrant exercisable for such 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 order "Exercise Date") over the Purchase Price per share. 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, 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 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, in the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the 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 the amount next determined by the Board of Directors to represent the fair market value per share of the aggregate Exercise Price 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 Warrant Shares covered Company), (B) the Board of Directors shall make such a determination within 15 days of a request by such exercise. In lieu the Registered Holder that it do so, and (C) the exercise of exercising this Warrant pursuant to the immediately preceding sentence, Holder Subsection l(b) shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date be delayed until such determination is made. (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit Bc) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon Each exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection l(d) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event within 10 days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after 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. Subject to Section 10, this Warrant Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made either (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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 2.2, 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. 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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company’s Common Stock immediately prior (at the date of such calculation) B = Exercise Price (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10, this Warrant (a) Payment may be converted made either (i) in cash, by official bank check or exercised by Holderwire transfer of immediately available funds to the Company equal to the applicable aggregate Exercise Price, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (ii) by surrender delivery of this Warrant, together Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with Subsection (b)below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such form of notice of (as such exercise (number shall be adjusted to reflect any adjustment in the form attached hereto as Exhibit A) duly completed and executed by Holder, total number of shares of Common Stock issuable to the Company at its principal office holder per the terms of this Warrant) and accompanied by payment in fullthe Holder shall thereupon be entitled to receive the number of duly authorized, in cash validly issued, fully-paid and non-assessable shares of Common Stock (or by check payable Other Securities) determined as provided herein. (b) Notwithstanding any provisions herein to the order 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 CompanyCommon Stock issuable upon exercise of this Warrant, then in the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise Holder a number of shares of Common Stock computed using the Conversion Right following formula: X= Y(A-B)/A Where X= the number of shares of Common Stock to be issued to 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 (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A= the Current Fair Market Price Per Share Value of one share of the Company’s Common Stock immediately prior (at the date of such calculation) B= Exercise Price (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10, the terms of this Warrant and compliance with all applicable securities laws, Registered Holder may be converted or exercised by Holderexercise this Warrant during the term, in whole or in part, for up to Three Hundred Thousand (400,000) shares at any time and from time to time beginning six months after during the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender term of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Company, in the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Sharesagreement, by surrendering this Warrant to at the Company accompanied by a conversion notice (in principal office of the Company, with the subscription form attached hereto duly executed by the Registered Holder (“Election Notice”), together with full payment of the sum obtained by multiplying (a) the number of shares of Warrant Stock the Registered Holder desires to purchase by (b) the Purchase Price as Exhibit Bdetermined 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) that has been duly completed and signedshares, as adjusted pursuant hereto, if the exercise is for less than all remaining Warrant Stock then exercisable hereunder. Upon exercise of the Conversion RightRegistered Holder's partial exercise, Registered Holder must surrender this Warrant, and the Company shall deliver issue to the Registered Holder (without payment by Holder a new Warrant of any Exercise Price) that the same tenor for purchase of the number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number remaining shares of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Rightnot purchased. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right Registered Holder shall be deemed to have been acquired by Holder, and exercised this Warrant immediately prior to the holding period for the Warrant Shares shall be deemed to have commenced, close of business on the date this Warrant was originally issued pursuant to of its surrender for exercise as provided above, and shall be treated for all purposes as the Securities Purchase Agreementholder of record of such shares as of the close of business on such date. In the event this Warrant is not exercised in fullAs soon as practicable on or after such date, the Warrant Shares Company shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to the Registered Holder a new Warrant of like tenor in the name of Holder, reflecting certificate or certificates for the number of whole shares of Warrant Shares remaining after Stock issuable upon such exercise. No fractional shares may be issued upon any exercise of this Warrant.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by the Registered Holder or by the Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price for payable in respect of the number of Warrant Shares covered by 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 of the effective date of exercise, as determined pursuant to subsection 2(b) below (the "Exercise Date") over the Purchase Price per share. In lieu of exercising If the Registered Holder wishes to exercise this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant sentence with respect to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that maximum number of Warrant Shares purchasable pursuant to this (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 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 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 (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 for the number of full Warrant Shares remaining after to which the Registered Holder shall be entitled upon such exercise.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 4 hereof; and

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by the Registered Holder or by such Registered Holder's duly authorized attorney, to at the principal office of the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price for of the Warrant Shares covered by to be purchased upon such exercise. In ; provided, however, that this Warrant may not be exercised unless such exercise and the issuance of the Warrant Shares pursuant thereto shall comply with all applicable federal and state securities laws and the Registered Holder (i) certifies in writing that it is not a U.S. person (as defined in Rule 902 of Regulation S under the Securities Act of 1933, as amended) (the "Act") and that the Warrant is not being exercised on behalf of a U.S. Person, or (ii) provides a written opinion of counsel to the effect that their Warrant and the Warrant Shares have been registered under the Act or are exempt from registration thereunder. (b) Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Purchase Price as of the effective date of exercise, as determined pursuant to Section 1(c) below (the "Exercise Date"), in lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Registered Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedcanceled) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (at the principal office of the Company together with the purchase form appended hereto as Exhibit I, duly executed by the Registered Holder or by such portion thereof) immediately prior Registered Holder's duly authorized attorney, and notice of such election in which event the Company shall issue to the exercise Registered 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 to the Registered Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being canceled (taking into account all applicable adjustments pursuant to this Warrantas of the Exercise Date) by A = the Fair Market Value (yas defined below) the Current Market Price Per Share of one share of Common Stock immediately prior (as of the Exercise Date) B = the Purchase Price (as adjusted to the exercise Exercise Date) (i) For purposes of the Conversion Right. Any references in this Warrant to above calculation, the "exerciseFair Market Value" per share of any WarrantsCommon Stock shall be determined as follows: (A) If the Common Stock is listed on a national securities exchange, and the use Nasdaq Stock Market or another nationally recognized exchange or trading system as of the term "exercise" hereinExercise Date, the Fair Market Value per share of Common Stock shall be deemed to includebe the average of the closing price per share of Common Stock on each of the previous ten (10) trading days. (B) If the Common Stock is not listed on a national securities exchange, without limitationthe Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, any the Fair Market Value per share of Common Stock shall be deemed to be the amount reasonably determined by the Board of Directors in good faith, and certified in a board resolution, 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 notify the Registered Holder of the Fair Market Value per share of Common Stock, except in the event this Warrant is being exercised in connection with a merger, sale or other transaction in which consideration is payable to the holders of Common Stock, then the Fair Market Value per share of Common Stock shall be the per share value of such consideration payable to such holders, as reasonably determined in good faith by the Board of Directors. (c) Each exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the this Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Sections 1(a) or 1(b) above. At such time, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in Section 1(d) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event within ten (10) days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting or as such Registered Holder 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 remaining 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 Purchase Price payable upon such exercise pursuant to Section 1(b) above. Notwithstanding the foregoing, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, if requested by the Registered Holder, the Company shall use commercially reasonably efforts to cause its transfer agent to deliver the certificate representing Warrant Shares issued upon exercise of this Warrant to a broker or other person (as directed by the Registered Holder exercising this Warrant) within the time period required to settle any trade made by the Registered Holder after such exercise.exercise of this Warrant

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by Holder, the Holder in whole full or in part, part at any time and or from time to time beginning six months after during the date exercise period specified in the first paragraph hereof and prior to 5:00 p.m. New York City time on until the Expiration Date by surrender of this Warrant, together with Warrant and the subscription form of notice of exercise annexed hereto (in the form attached hereto as Exhibit A) duly completed and executed by the Holder), to the Company at its principal office Company, and accompanied by payment in fullmaking payment, in cash or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying (a) the number of shares of Common Stock designated by the aggregate Exercise Price for Holder in the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (Subscription Form in the form attached hereto as Exhibit Bby (b) that has been duly completed and signedthe Purchase Price then in effect. Upon exercise of the Conversion RightOn any partial exercise, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor tenor, in the name of Holderthe Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, reflecting providing in the aggregate on the face or faces thereof for the purchase of the number of shares of Common Stock for which such Warrant Shares remaining after or Warrants may still be exercised. (1) Notwithstanding any other provision of this Warrant, in no event shall the Holder be entitled at any time to purchase a number of shares of Common Stock on exercise of this Warrant in excess of that number of shares upon purchase of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and any person whose beneficial ownership of shares of Common Stock would be aggregated with the Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder (each such exerciseperson other than the Holder an "Aggregated Person" and all such persons other than the Holder, collectively, the "Aggregated Persons") (other than shares of Common Stock deemed beneficially owned by the Holder or any Aggregated Person through the ownership of the unexercised portion of this Warrant, any shares of the Company's Series C Convertible Preferred Stock, any shares of the Company's Series D Convertible Preferred Stock, any of the Company's Senior Subordinated Convertible Notes or any other securities which contain limitations similar to this Section 1(b)) and (2) the number of shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the determination in this sentence is being made, would result in beneficial ownership by the Holder and all Aggregated Persons of more than 4.9% of the outstanding shares of Common Stock. (2) Notwithstanding any other provision of this Warrant, in no event shall the Holder be entitled on any date to exercise this Warrant for a number of shares of Common Stock upon exercise of which the Holder and any Aggregated Person of the Holder would have acquired, through exercise of this Warrant, conversion of shares of Series D Preferred Stock or otherwise, a number of shares of Common Stock in excess of the Exercise Restriction Amount during the 30-day period ending on and including the date of the determination being made pursuant to this Section 1.1(b)(2) (other than shares of Common Stock deemed beneficially owned by the Holder or any Aggregated Person of the Holder through the ownership of (x) the unexercised portion of this Warrant, (y) unconverted shares of Series D Preferred Stock and (z) the unconverted or unexercised portion of any instrument which contains limitations similar to those set forth in this sentence). (3) For purposes of the immediately preceding sections 1.1(b)

Exercise. Subject to Section 10, this Warrant (a) Payment may be converted or exercised by Holder, made either in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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 (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such form (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. (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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company's Common Stock immediately prior (at the date of such calculation) B = Exercise Price (as adjusted to the exercise date of the Conversion Rightsuch calculation) 3. Any references in this Warrant to the "exercise" of any WarrantsADJUSTMENT FOR REORGANIZATION, and the use of the term "exercise" hereinCONSOLIDATION, shall be deemed to includeMERGER, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseETC.

Exercise. (a) During the period that the Option is exercisable, it may be exercised in full or in part by Grantee or, in the event or Grantee's death, by the person or persons to whom the Option was transferred by will or the laws of decent and distribution, by delivering or mailing written notice of the exercise to the Secretary of Syntroleum. The written notice shall be signed by each person entitled to exercise the Option and shall specify the address and Social Security number of each such person. If any person other than Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by proof, satisfactory to Syntroleum, of that entitlement. (b) Subject to Section 10, this Warrant may be converted or exercised by Holder, in whole or in part, at any time the provisions of subsections (d) and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender (e) of this WarrantSection 4, together with the form of written notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and shall be accompanied by full payment in full, of the exercise price for the shares as to which the Option is exercised either (i) in cash or cash equivalents, (ii) in shares of Syntroleum Common Stock evidenced by check payable certificates either endorsed or with stock powers attached transferring ownership to the order of the CompanySyntroleum, in the amount of with the aggregate Exercise Price fair market value equal to said exercise price on the date the written notice is received by the Secretary, or (iii) in any combination of cash or cash equivalents and such shares. (c) Notwithstanding the provisions of subsection (b) of this Section 4, shares acquired through the exercise of an ISO granted under the Plan may be used as payment at exercise under this Agreement only if such shares have been held for the Warrant Shares covered by at least 12 months following such exercise. acquisition. (d) In lieu of exercising this Warrant payment of the exercise price by way of delivery of certificate(s) evidencing shares of Syntroleum Common Stock, Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of Syntroleum shares owned by Grantee which may be freely delivered as payment of all or a portion of the exercise price, all pursuant to rules adopted by and subject to the immediately preceding sentenceconsent of the Syntroleum Board of Directors, Holder shall have in which event Grantee will be issued a certificate for new shares of Common Stock representing the number of shares as to which the Option is exercised, less the number of shares described in the notarized statement as constituting payment under the Option. (e) In lieu of payment of the exercise price in cash, shares of Syntroleum Common Stock, or by delivery of a statement of ownership pursuant to subsection (d) of this Section 4, Grantee may, if the Board of Directors consents and pursuant to its rules, pay the exercise price for shares as to which the Option is exercised by surrendering his right to require exercise a portion of the Company Option equal in value to convert this Warrant, in whole or in part and at any time or times beginning six months after said exercise price. Grantee shall then receive a certificate for the date hereof and prior number of shares issuable pursuant to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon Grantee's exercise of the Conversion RightOption, the Company shall deliver to Holder (without payment reduced by Holder of any Exercise Price) that a number of Warrant Shares that is shares with an aggregate fair market value equal to the quotient obtained by dividing (x) the value exercise price, which latter number of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior shares would be deemed purchased pursuant to the exercise of the Conversion Right from Option and thus no longer available under the aggregate current market Option. Syntroleum - Stock Option Agreement -------------------------------------------------------------------------------- CONFIDENTIAL (f) In the event Grantee pays the Option exercise price (determined on the basis by delivery of a notarized statement of ownership or by surrendering his right to exercise a portion of the Current Market Price Per ShareOption as described in subsections (d) and (e) of that this Section 4, the number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior shares remaining subject to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, Option shall be deemed to include, without limitation, any exercise reduced not only by the number of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares new shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced Option but also by the number of Warrant Shares subject previously owned shares listed on the notarized statement of ownership and deemed to such partial exercisebe surrendered as payment of the exercise price or, and the Companyas applicable, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting by the number of Warrant Shares remaining after such exerciseshares in connection with which Grantee has surrendered his right to exercise the Option. (g) The written notice of exercise will be effective and the Option shall be deemed exercised to the extent specified in the notice on the date that the written notice (together with required accompaniments respecting payment of the exercise price) is received by the Secretary of Syntroleum at its executive offices during regular business hours.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by Holder, in whole or in part, at any time and or from time to time beginning six months from and after the date hereof Original Issuance Date and prior before 5:00 p.m., Eastern Time, on September 30, 2017, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, __________________________________________________________or such other place as the Company may designate, with the subscription form duly executed, together with payment in an amount equal to 5:00 p.m. New York City time (a) the number of shares of Common Stock called for on the Expiration Date by surrender face of this Warrant, together as adjusted in accordance with the form preceding paragraph of notice this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Exercise Price is shall be made at Holder, to the Company at its principal office and accompanied ’s by payment in full, in cash or by check certified check, payable to the order of the Company, and shall accompany the Notice of Exercise form annexed hereto. The Warrant Exchange shall take place on the date specified in the amount Notice of Exercise or, if later, the date the Notice of Exchange is received by the Company (the “Exchange Date”). Certificates for shares of Common Stock issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu shares of exercising this Warrant pursuant Common Stock remaining subject to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part shall be issued as of the Exchange Date and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant delivered to the Company accompanied by a conversion notice Holder within ten (in 10) days following the form attached hereto as Exhibit B) that has been duly completed and signedExchange Date. Upon exercise of This Warrant may be exercised for less than the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that full number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value shares of this Warrant (or the portion thereof being converted) Common Stock at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price called for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon hereby. Upon a partial exercise of this Warrant (or such portion thereof) immediately prior to in accordance with the exercise terms hereof, this Warrant shall be surrendered, and a new Warrant of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) same tenor and for the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise purchase of the Conversion Right. Any references in this Warrant to the "exercise" number of any Warrants, and the use of the term "exercise" herein, such shares not purchased upon such exercise shall be deemed issued by the Company to include, Holder without limitation, any exercise of the Conversion Rightcharge therefor. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the A Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holderexercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the holding period for person entitled to receive the Warrant Shares shares of Common Stock issuable upon such exercise shall be deemed to have commenced, treated for all purposes as the holder of such shares of record as of the close of business on such date. Within ten (10) business days after such date (the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full“Share Delivery Date”), the Warrant Shares Company shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder the person or persons entitled to receive the same a new Warrant of like tenor in the name of Holder, reflecting certificate or certificates for the number of Warrant Shares remaining after full shares of Common Stock 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 on the date of exercise of one full share of Common Stock.

Exercise. Subject to Section 10, this (a) Each Warrant may be converted or exercised by shall entitle the Holder, in whole or in part, at any time and from time subject to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender provisions of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by HolderAgreement, to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Company, in the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of purchase one share of Common Stock immediately prior (subject to adjustment pursuant to Section 7 below) at the Exercise Price if the Warrant is exercised during the Exercise Period. After the lapse of the Exercise Period, the Warrants shall no longer be exercisable. (b) The Holder may exercise all or any whole portion of such Warrants during the Exercise Period by: i. presenting and surrendering to the exercise Stockholders the Warrant Certificate representing all or any whole portion of the Conversion RightWarrants desired to be exercised; ii. Any references in this duly executing and delivering the subscription form on the reverse side of the Warrant to Certificate (the "exercise" Subscription Form"), indicating the number of any Warrants, Warrants being exercised and the use number of shares of Common Stock being purchased upon exercise; and iii. paying in full the term "exercise" herein, shall be deemed Exercise Price for each Warrant being exercised by wire transfer in immediately available funds to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, each Stockholder in accordance with his pro rata percentage as amended, it is intended, understood and acknowledged that the set forth on Exhibit A. A Warrant Shares issued upon exercise of a Conversion Right shall will be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, exercised on the date this that the Stockholders receive the Warrant was originally issued pursuant Certificate, Subscription Form and payment in full (in the manner set forth above) of the Exercise Price of the Warrants being exercised. (d) If less than all of the Warrants represented by a Warrant Certificate are exercised, the Stockholders shall issue a new Warrant Certificate for the remaining number of Warrants. (e) In the event that any Stockholder holds Common Stock that has been registered for public sale by such Stockholder under the Securities Act, the Holder shall be entitled (upon exercise of the Warrants under the terms hereof and without acceleration of the Exercise Period) to receive from such Stockholder the number of shares of Common Stock provided for hereunder, split between registered and non-registered shares of Common Stock in proportion to the Securities Purchase Agreementnumber of such registered and non-registered shares of Common Stock held by such Stockholder; provided, that the number of shares of registered Common Stock to be delivered shall be rounded down to the nearest whole share. In the event this Warrant is not exercised in fullthat the Holder exercises less than all of the Warrants, the Warrant Shares Holder may designate in a transmittal letter all or any whole portion of Warrants being exercised hereunder as pertaining first to registered shares to which Holder is otherwise entitled pursuant to this subsection; provided, that such designation and the resulting exercise shall be reduced by directly reduce the number of Warrant Shares subject registered shares available through future exercise of Warrants. (For example, if 20% of the shares held by a Stockholder have been registered for public sale by such Stockholder under the Securities Act, then 20% of the shares deliverable by such Stockholder upon exercise of all of the Warrants (rounded down to the nearest whole share) shall be such partial exerciseregistered shares. Notwithstanding the foregoing, the Holder shall be entitled, in such case, to receive only registered shares (if he so designates) upon the exercise of up to 20% of the Warrants; if the Holder were to exercise 20% of the Warrants and designate that such exercise be in exchange for registered shares, then all future exercises of Warrants would entitle the CompanyHolder to receive only unregistered shares, unless additional shares are registered for public sale by such Stockholder.) (f) Notwithstanding anything to the contrary in this Agreement, the Stockholders may sell all or any of the shares of Common Stock owned by them at its expenseany time, provided that the proceeds of such sales are made available to the Holder in accordance with the following provisions. If a Stockholder sells a portion of his shares of Common Stock after the date hereof, the Holder shall forthwith issue be entitled (upon exercise of the Warrants under the terms hereof and deliver without acceleration of the Exercise Period) to Holder a new Warrant receive from such Stockholder shares of like tenor Common Stock as otherwise provided hereunder and Stockholder's Per Share Proceeds, split in the name of Holder, reflecting proportion to the number of Warrant Shares remaining shares of Common Stock held by such Stockholder following such sale and the number of shares of Common Stock sold by such Stockholder with respect to such sale and additional sales occurring after the date hereof; provided, that the number of shares of Common Stock to be delivered shall be rounded up to the nearest whole share and the Stockholder's Per Share Proceeds to be delivered shall reflect (to the extent reasonably practicable) the mix of Stockholder's Per Share Proceeds received by such exerciseStockholder in connection with all sales occurring after the date hereof. In the event that the Holder exercises less than all of the Warrants, the Holder may designate in a transmittal letter all or any whole portion of Warrants being exercised hereunder as pertaining first to Stockholder's Per Share Proceeds to which Holder is otherwise entitled pursuant to this subsection; provided, that such designation and the resulting exercise shall directly reduce the amount of Stockholder's Per Share Proceeds available through future exercise of Warrants. The "Stockholder's Per Share Proceeds" means the total tangible consideration (i.e., cash, securities and/or other property) received by such 5 Stockholder as proceeds from a sale of Common Stock after the date hereof (without reduction for any encumbrance or lien on such shares), divided by the total number of shares of Common Stock so sold. (For example, if 20% of the shares held by a Stockholder are sold after the date hereof, then 20% of the consideration deliverable by such Stockholder upon exercise of all the Warrants shall be Stockholder's Per Share Proceeds. Notwithstanding the foregoing, Holder shall be entitled, in such case, to receive only Stockholder's Per Share Proceeds (if he so designates) upon the exercise up to of 20% of the Warrants; if Holder were to exercise 20% of the Warrants and designate that such exercise be in exchange for Stockholder's Per Share Proceeds, then all future exercises of Warrants would entitle the Holder to receive only shares of Common Stock, unless such Stockholder sells further shares of Common Stock.)

Exercise. Subject to Section 10, this Warrant Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made either (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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 2.2, or (iii) by a combination of any of the foregoing methods, for the number of shares of 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 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. 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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company's Common Stock immediately prior (at the date of such calculation) B = Exercise Price (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10, this This Warrant may be converted or exercised by Holderexercised, in whole or in part, at any time and or in part from time to time beginning six months after the date hereof time, commencing on November 30, 1999 and prior to 5:00 p.m. New York City time P.M., Eastern Standard Time on November 30, 2001, by the Expiration Date Holder of this Warrant by the surrender of this WarrantWarrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the form of notice of exercise (Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in the form attached hereto as Exhibit A) duly completed and executed part. Payment for Warrant Shares shall be made by Holder, to the Company at its principal office and accompanied by payment in full, in cash certified or by official bank check payable to the order of the Company. 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 (a) issue a certificate or certificates in the amount name of the aggregate Exercise Price Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares covered by such exerciseis exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of exercising this Warrant pursuant any fractional share of the Common Stock which would otherwise be issuable in respect to the immediately preceding sentenceexercise of the Warrant, Holder shall have the right to require the Company at its option may (a) pay in cash an amount equal to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time product of (i) the daily mean average of the closing price of a share of Common Stock on the Expiration Date ten consecutive trading days before the conversion date and (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by ii) such fraction of a conversion notice share or (in the form attached hereto as Exhibit Bb) that has been duly completed and signedissue an additional share of Common Stock. Upon exercise of the Conversion RightWarrant, the Company shall issue and deliver to the Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price certificates for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the issuable upon such exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, within ten business days after such exercise and the use of the term "exercise" herein, person exercising shall be deemed to include, without limitation, any exercise be the holder of record of the Conversion RightCommon Stock issuable upon such exercise. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right No warrant granted herein shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseissuance.

Exercise. Subject to Section 10, this This Warrant may be converted or exercised by Holder, in whole or in part, at any time and or from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on its expiration pursuant to Section 2.4 hereof by the Expiration Date holder hereof by surrender of this Warrant, together with the form of notice of exercise (in the form subscription attached hereto as Exhibit A) duly completed and executed by Holdersuch holder, to the Company at its principal office and office, accompanied by payment in fullpayment, in cash by certified or by official bank check payable to the order of the CompanyCompany or by wire transfer to its account, in the amount of obtained by multiplying the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share shares of Common Stock immediately prior to the exercise of the Conversion Right. Any references in for which this Warrant to is then being exercised by 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase AgreementExercise Price then in effect. In the event this the Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall will forthwith issue and deliver to Holder or upon the order of the holder hereof a new Warrant or Warrants of like tenor tenor, in the name of Holderthe holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, reflecting calling in the aggregate on the face or faces thereof for the number of shares of Common Stock 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 (collectively, the "EXERCISE SHARES") by surrendering its rights to a number of Exercise Shares remaining after having a fair market value equal to or greater than the required aggregate Exercise Price, in which case the holder hereof would receive the number of Exercise Shares to which it would otherwise be entitled upon such exercise, less the surrendered shares. For purposes of this Section 2.1, the fair market value of one share of Common Stock shall be the average Closing Price during the ten Trading Days prior to the date of exercise of this Warrant.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date Holder hereof and prior to 5:00 p.m. New York City time (but only on the Expiration Date by surrender conditions hereinafter set forth) as to all or any increment or increments of this WarrantOne Hundred (100) Shares (or the balance of the Shares if less than such number), together with the form upon delivery of written notice of intent to exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment the following address: 00 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 or such other address as the Company shall designate in full, in cash or by check payable a written notice to the order of Holder hereof, together with this Warrant and payment to the Company, in the amount Company of the aggregate Exercise Price for of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check or (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the Holder shall have the right (the "Conversion Right") to convert this Warrant Shares covered by such exerciseor any portion thereof into shares of Common Stock as provided in this Section at any time or from time to time prior to its expiration. In lieu of exercising this Warrant pursuant for cash, the Holder may elect to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering surrender a portion of this Warrant for conversion and to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise receive shares of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is Common Stock equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being cancelled, surrendered and converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior to the exercise Company together with notice of such election. Upon such event, the Company shall issue to the Holder a number of shares of the Conversion Right Company's Common Stock computed by using the following formula: X = Y (taking into account all applicable adjustments pursuant A - B) ---------- A Where: X = the number of shares of Common Stock to be issued to the Holder; Y = the number of shares of Common Stock to otherwise be purchased under this Warrant) by (y) ; A = the Current Fair Market Price Per Share Value of one share of the Common Stock immediately prior Stock; and B = the Exercise Price of the Warrant (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercisecalculation).

Exercise. Subject (a) Each Warrant shall entitle the Holder thereof to purchase, for each Warrant evidenced thereby, a number of shares of Common Stock equal to the Warrant Exercise Rate in effect immediately prior to the close of business on the relevant Exercise Date, subject to Section 103.06, this at an exercise price equal to (for the avoidance of doubt, whether or not such Warrant is exercised during the Bonus Share Period) $ per Warrant (the “Exercise Price”). Holders may exercise all or a portion of their Warrants or choose not to exercise any Warrants at all, or may otherwise sell or transfer their Warrants, in each case, in their sole and absolute discretion. Any Warrant exercised with an Exercise Date that is not in the Bonus Share Period will not be entitled to any Bonus Share Fraction. (b) The Company will make a public announcement via press release of the Bonus Share Expiration Date (i) at least 20 Business Days prior to such date, in the case of the Company setting a Bonus Share Expiration Date and (ii) prior to market open on the Bonus Share Expiration Date in the case of a Bonus Share Price Condition. (c) The number of shares of Common Stock issuable in respect of any exercise of Warrants represented by a Global Warrant shall be determined by the Depository (or, as may be converted or exercised by Holder, in whole or in part, at any time and agreed from time to time beginning six months after between the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Company, in the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, Calculation Agent and the Company, at its expensethe Calculation Agent) in accordance with this Agreement; and provided further, shall forthwith issue and deliver to Holder a new Warrant of like tenor however, that in the name of Holderevent the Company disagrees in good faith with any such calculation, reflecting the Company’s calculation shall be determinative and final and binding on the Warrant Agent, the Calculation Agent and the Holders. The number of shares of Common Stock issuable in respect of any exercise of Warrants represented through the Company’s direct registration system or the Warrant Shares remaining after Agent’s other book-entry procedures shall be determined by the Warrant Agent (or, as may be agreed from time to time between the Calculation Agent and the Company, the Calculation Agent) in accordance with this Agreement; and provided further, however, that in the event the Company disagrees in good faith with any such exercisecalculation, the Company’s calculation shall be determinative and final and binding on the Warrant Agent, the Calculation Agent and the Holders.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date Holder hereof and prior to 5:00 p.m. New York City time (but only on the Expiration Date conditions hereinafter set forth) as to part or all of the Warrant Shares by surrender of this Warrant, together with Warrant and the form Notice of notice of exercise (in the form Exercise attached hereto as Exhibit A) , duly completed and executed by on behalf of the Holder, to at the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Company, 1850 Xxxxxxx Xxxxx, 00xx Xxxxx, Xxxxxxxx, Xxxxxxx 00000, xx at such other address as the Company shall designate in a written notice to the Holder hereof, together with a check acceptable and payable to the Company in the amount of the aggregate Exercise Price for times the number of Warrant Shares covered by such exercise. being purchased. (b) In lieu of exercising this the Warrant by payment of the Exercise Price in cash pursuant to Section 4(a) above, the immediately preceding sentence, Holder shall have the right to require the Company to convert this the Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant surrender to the Company accompanied by a conversion notice (in of this Warrant and the form Notice of Exercise attached hereto as Exhibit B) that has been hereto, duly completed and signedexecuted by the Holder to evidence the exercise of the Conversion Right. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by Holder of any Exercise Pricea certificate(s) representing that number of Warrant Shares that which is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof number of Warrants being converted) converted at the time date the Conversion Right is exercised, exercised (determined by subtracting (A) the aggregate Exercise Price for the Warrant (or all such portion thereof being converted) Warrants immediately prior to the exercise of the Conversion Right from (B) the aggregate current market price Fair Market Value (determined on the basis of the Current Fair Market Price Per Share) Value per share of Common Stock multiplied by that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock Warrants immediately prior to the exercise of the Conversion Right)), by (y) the Fair Market Value per share of Common Stock on the date of exercise of the Conversion Right. For purposes of this calculation, the Fair Market Value per share of Common Stock shall be (i) if a public market for the Company's Common Stock exists at the time of such exercise, the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sales price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in The Wall Street Journal for the five (5) trading days prior to the date of determination of Fair Market Value; or (ii) if there is no public market for the Company's Common 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, include (without limitation, ) any exercise of the Conversion Right. For purposes . (c) Upon exercise of Rule 144 promulgated under this Warrant as aforesaid, the Securities Act of 1933, as amended, it is intended, understood and acknowledged that person entitled to receive the Warrant Shares issued 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 a the Conversion Right Right), in such names and denominations as are requested by such Holder. If this Warrant shall be deemed exercised with respect to have been acquired by Holder, and the holding period for less than all of the Warrant Shares shall be deemed to have commencedShares, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith will issue and deliver to the Holder a new Warrant of like tenor in the name of Holder, reflecting covering the number of Warrant Shares with respect to which this Warrant shall not have been exercised, which new Warrant shall be identical to this Warrant except for the number of shares remaining after subject to the Warrant. If, upon exercise of this Warrant, the Holder would be entitled to acquire a fractional share of the Company's Common Stock, such exercisefractional share shall be disregarded and the number of 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 per share Exercise Price multiplied by such fraction rounded to the nearest pennx. (d) The Company will pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares upon the exercise of this Warrant, provided that such certificates for such Warrant Shares are issued in the name of SVFII or in the name of any partner of SVFII. The Company shall not be required to pay any tax or taxes which may be payable in respect of any other transfer involved in the issue of any certificates for Warrant Shares and the Company shall not be required to issue or deliver such certificates for Warrant Shares unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Exercise. Subject to Section 10, this Warrant (a) Payment may be converted or exercised by Holder, made either in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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 (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such form (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. (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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A= the Current Fair Market Price Per Share Value of one share of the Company's Common Stock immediately prior (at the date of such calculation) B= Exercise Price (as adjusted to the exercise date of the Conversion Rightsuch calculation) 3. Any references in this Warrant to the "exercise" of any WarrantsADJUSTMENT FOR REORGANIZATION, and the use of the term "exercise" hereinCONSOLIDATION, shall be deemed to includeMERGER, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseETC.

Exercise. (a) Subject to Section 10subsection (b) below, this Warrant may payment shall be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, made in cash or by certified or official bank check payable to the order of the Company, in Company equal to the amount of the applicable aggregate Exercise Price 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. (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 Shares covered by or a Default or an Event of Default (as such exercise. In terms are defined in the Security Agreement) 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 pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company’s Common Stock immediately prior (at the date of such calculation) B = Exercise Price (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by such Registered Holder or by such Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, payable in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise respect of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal purchased upon such exercise. (b) Notwithstanding the provisions of subsection 1(a) above, the Registered Holder may, at its option, elect to pay some or all of the quotient obtained by dividing (x) the value Purchase Price payable upon an exercise of this Warrant (or the by cancelling a portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price of this Warrant exercisable for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise pursuant to this subsection 1(b) by (ii) the excess of the Fair Market Value (as defined below) per Warrant Share as of the effective date of exercise, as determined pursuant to subsection 1(e) below (the "Exercise Date"), over the Purchase Price per share. For example, if (A) this Warrant were exercisable for 100,000 Warrant Shares at an exercise price of $5.00 per share, (B) the Registered Holder wished to purchase 10,000 Warrant Shares upon exercise of this Warrant and (or such portion thereofC) immediately prior to the Fair Market Value per Warrant Share as of the effective date of exercise was $15.00, then the Registered Holder could purchase 10,000 Warrant Shares upon exercise of the Conversion Right this Warrant by electing to cancel a portion of this Warrant exercisable for 5,000 Warrant Shares (taking into account all applicable adjustments pursuant to (10,000 x $5.00) / ($15.00 - $5.00)), and this Warrant would thereafter be exercisable for 85,000 Warrant Shares. (c) For purposes of this Warrant, the Fair Market Value per Warrant Share shall be determined as follows: (i) by (y) If the Current Warrant Shares are listed on a national securities exchange, The Nasdaq Stock Market Price Per Share of one share of Common Stock immediately prior to the exercise or another nationally recognized exchange or trading system as of the Conversion Right. Any references in this Exercise Date, the Fair Market Value per Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, Share shall be deemed to include, without limitation, any exercise of be the Conversion Right. For purposes of Rule 144 promulgated under average closing price per Warrant Share thereon for the Securities Act of 1933, as amended, it is intended, understood 10 trading days immediately preceding (and acknowledged that not including) the Exercise Date; (ii) If the Warrant Shares issued upon are 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 Warrant Share shall be reasonably determined in good faith by the Board of Directors of the Company. (d) Each exercise of a Conversion Right this Warrant shall be deemed to have been acquired by Holdereffected 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. (e) As soon as practicable after the exercise of this Warrant in full or in part, and the holding period for the Warrant Shares shall be deemed to have commencedin any event within 10 days thereafter, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting or as such Registered Holder (upon payment by such Registered 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 remaining after equal (without giving effect to any adjustment therein) to the number of such exerciseshares 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 as provided in subsection 1(a) above and (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.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit EXHIBIT A) , duly completed and executed by such Holder, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, full by bank or certified check in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price payable in respect of the total number of shares of Common Stock 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 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 Warrant Shares covered holder or holders of record of the Common Stock represented by such exercise. In certificates or other instruments. (i) The Holder may at its sole option, and in lieu of exercising paying the Purchase Price pursuant to SUBSECTION 2(a) hereof, exchange this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after for a number of shares of Common Stock as determined below. Such shares of Common Stock shall be issued by the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant Company to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by the Holder of any Exercise Price) that other exercise price or any cash or other consideration. The number of Warrant Shares that is shares of Common Stock to be so issued to the Holder shall be equal to the quotient obtained by dividing (xA) the value Surrendered Value (as defined below) on the date of surrender of this Warrant pursuant to SUBSECTION 2(a), by (or B) the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined Fair Market Value on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share exchange date of one share of Common Stock immediately prior to Stock. (ii) For the exercise purposes of this SUBSECTION 2(c), the Conversion Right. Any references in "SURRENDERED VALUE" of a portion of this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, on a given date shall be deemed to include, without limitation, any exercise be the difference between (A) the aggregate Fair Market Value on such date of the Conversion Right. For purposes total number of Rule 144 promulgated under the Securities Act shares of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued Common Stock otherwise issuable upon exercise of a Conversion Right shall be deemed to have been acquired by Holdersuch portion of the Warrant, MINUS (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 the holding period for the Warrant Shares shall be deemed to have commencedin any event within three (3) business days thereafter, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Holder, reflecting or, subject to the terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: a certificate or certificates for the number of full shares of Common Stock to which such Holder shall be entitled upon such exercise, 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 date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the Warrant Shares remaining after Number minus the number of such shares of Common Stock purchased by the Holder upon such exercise.

Exercise. Subject (i) For a period of ten (10) Business Days after the giving of the New Issuance Notice pursuant to Section 108.5(a), this Warrant may be converted or exercised by Holdereach of the Preemptive Rightholders shall have the right, in whole or in partbut not the obligation, to purchase up to its Proportionate Percentage of the New Securities, at any time a purchase price equal to the Proposed Price and from time to time beginning six months after upon the date hereof same terms and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (conditions set forth in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Company, in the amount of the aggregate Exercise Price for the Warrant Shares covered by New Issuance Notice. Each such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder Preemptive Rightholder shall have the right to require the Company purchase up to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise percentage of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained New Securities determined by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that total number of Warrant Shares purchasable upon exercise of Units then owned by such Preemptive Rightholder exercising its rights under this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this WarrantSection 8.5(b) by (y) the Current Market Price Per Share total number of one share Units owned by all of Common Stock immediately the Preemptive Rightholders (the “Proportionate Percentage”; provided, that, for purposes of calculating each Proportionate Percentage, any Units issued or issuable to a Preemptive Rightholder pursuant to an Equity Incentive Plan shall be excluded from such calculation). (ii) The right of each Preemptive Rightholder to purchase the New Securities under clause (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the exercise expiration of the Conversion Right. Any references ten (10) Business Day period referred to in this Warrant Section 8.5(b)(i) to the "exercise" Company or its applicable Subsidiary, which notice shall state the amount of any Warrants, and the use New Securities that such Preemptive Rightholder elects to purchase pursuant to Section 8.5(b)(i). The failure of the term "exercise" herein, a Preemptive Rightholder to respond within such ten (10) Business Day period shall be deemed to includebe a waiver of such Preemptive Rightholder’s rights under Section 8.5(b)(i); provided, without limitationthat each Preemptive Rightholder may waive its rights under Section 8.5(b)(i) prior to the expiration of such ten (10) Business Day period by giving written notice to the Company or the applicable Subsidiary. (iii) If any Preemptive Rightholder does not fully subscribe for the number or amount of New Securities that it, any exercise she or he is entitled to purchase pursuant to Section 8.5(b)(i), then the Company shall (or shall cause its applicable Subsidiary to) offer to each fully participating Preemptive Rightholder which elected to purchase New Securities, by written notice to each such Preemptive Rightholder (an “Excess New Securities Notice”), the right to purchase that percentage of the Conversion Right. For remaining New Securities not so subscribed for (for the purposes of Rule 144 promulgated this Section 8.5(b)(iii), the “Excess New Securities”) determined by dividing (x) the total number of Units then owned by such fully participating Preemptive Rightholder by (y) the total number of Units then owned by all fully participating Preemptive Rightholders who elected to purchase Excess New Securities (excluding, in the case of both clauses (x) and (y), Units 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 Act Notice, to the Company or its applicable Subsidiary, which notice shall state the amount of 1933, as amended, it is intended, understood and acknowledged Excess New Securities that the Warrant Shares issued upon exercise such Preemptive Rightholder elects to purchase pursuant to this Section 8.5(b)(iii). The failure of a Conversion Right Preemptive Rightholder to respond within such five (5) Business Day period shall be deemed to have been acquired by Holderbe a waiver of such Preemptive Rightholder’s rights under this Section 8.5(b)(iii); provided, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date that each Preemptive Rightholder may waive its rights under this Warrant was originally issued pursuant Section 8.5(b)(iii) prior to the Securities Purchase Agreement. In expiration of such five (5) Business Day period by giving written notice to the event this Warrant is not exercised in full, Company or the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseapplicable Subsidiary.

Exercise. Subject to Section 10, this Warrant may The Stock Option shall be converted or exercised by Holder, in whole or in part, at any time and exercisable from time to time beginning six months after in increments equal in each instance to the Exercisable Portion (as defined below). Each Exercisable Portion of the Option shall be exercisable by Investor’s delivery to the Company of a written notice (“Option Notice”), on the terms and conditions set forth in Section 2(b) below, 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 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 and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash shall have exercised all or by check payable to the order any portion of the Company, in the amount of the aggregate Exercise Price for the Warrant Shares covered Employee Stock Option held by such employee or transferee (any such exercise, an “Employee Exercise”). In lieu of exercising this Warrant pursuant to For each such Employee Exercise, the immediately preceding sentence, Holder Investor shall have the right to require exercise the Company Stock Option to convert this Warrantpurchase a number of shares such that, in whole or in part and at any time or times beginning six months immediately after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right")such Investor exercise, into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise 51% of the Conversion Right, Contingent Shares issued with respect to such Employee Exercise shall be Option Shares and 49% of the Company Contingent Shares issued with respect to such Employee Exercise shall deliver to Holder (without payment by Holder of any Exercise Price) that be Employee Shares. The number of Warrant Shares that is equal to shares so purchased by the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or Investor in each such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement“Exercisable Portion”. In the event this Warrant is not exercised the Exercisable Portion would result in fulla fractional share, the Warrant Shares shall be reduced by (i) initially the number of Warrant Shares subject shares constituting the Exercisable Portion will be rounded up to such partial exercisethe nearest whole number, and the Company(ii) upon subsequent exercises, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant shares constituting the Exercisable Portion will be rounded up or down as necessary so that the aggregate number of Option Shares remaining that have been issued shall always be equal, as nearly as practicable, to 51% of the total number of Contingent Shares that have been issued. The Company shall notify the Investor promptly (but in no event later than 3 days after such exercise) in writing of the occurrence of each Triggering Event, it being understood that the giving of such notice by the Company shall not be a condition to the right of the Investor to exercise the Exercisable Portion of the Stock Option.

Exercise. Subject to Section 10, this a. This Warrant may be converted exercised on or exercised before the expiration date of June 30, 2002 by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by such Registered Holder or by such Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price for payable in respect of the number of Warrant Shares covered by purchased upon such exercise. In For purposes hereof, the Purchase Price shall be equal to $______ 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 pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Registered Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedcanceled) by surrender of this Warrant at the time principal office of the Conversion Right Company together with the properly endorsed Notice of Exercise and notice of such election in which event the Company shall issue to the Registered Holder the number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Registered Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the Fair Market Value of one share of the 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 if no such price is reported during such five-day period, or if the Common Stock is not 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 Common Stock shall be deemed to be the amount most recently determined by subtracting the aggregate Exercise Price 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 Warrant 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. Notwithstanding the foregoing, if the Board of Directors has not made such portion thereof being converted) immediately a determination within the three-month period prior to the exercise Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Conversion Right from the aggregate current market price Common Stock (determined on the basis including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Current Market Price Per ShareCompany), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that number of Warrant Shares purchasable upon it do so, and (C) the exercise of this Warrant (or pursuant to subsection 1.b. shall be delayed until such portion thereof) immediately prior to the determination is made. c. Each exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1.d. below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. d. As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event within 10 days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after equal (without giving effect to any adjustment therein) to the number of such exerciseshares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise (and in the case of exercise under the net exercise provision of Subsection 1.b., minus the number of shares underlying the Warrant which were surrendered in accordance therewith).

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) EXHIBIT I duly completed and executed by such Registered Holder or by such Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price for payable in respect of the number of Warrant Shares covered by 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 of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. In lieu of exercising If the Registered Holder wishes to exercise this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant method of payment with respect to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that 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 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 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 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. Notwithstanding the foregoing, if the 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 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), (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 (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrantsubsection 1(b) by shall be delayed until such determination is made. (yc) the Current Market Price Per Share of one share of Common Stock immediately prior to the Each exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event within 10 days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after equal (without giving effect to any adjustment therein) to the number of such exerciseshares 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 Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Subject to Section 10, this Warrant (a) Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made either (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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 (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 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. (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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company’s Common Stock immediately prior (at the date of such calculation) B = Exercise Price (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10, this Warrant (a) Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, made in cash by wire transfer or by certified or official bank check payable to the order of the Company, in Company equal to the amount of the applicable aggregate Exercise Price 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. (b) Notwithstanding the provisions of subsection (a) above to the contrary, if at the time the Holder exercises this Warrant a Registration Statement (as defined in the Registration Rights Agreement entered into by the Company and the Holder dated as of the date hereof, as the same may be amended, restated, supplemented and/or otherwise modified from time to time, the “Registration Rights Agreement”) covering the Common Stock issuable to the Holder upon exercise of this Warrant shall not have been declared effective under the Securities Act (as hereafter defined) in accordance with the terms of the Registration Rights Agreement, payment may be made, in the Holder’s discretion, either (i) in cash by wire transfer 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 covered by specified in such exercise. 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 pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise Holder a number of shares of Common Stock computed using the Conversion Right following formula: X= _Y(A-B)_ A Where X = the number of shares of Common Stock to be issued to 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 (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company’s Common Stock immediately prior (at the date of such calculation) B = the Exercise Price per share (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10, this a. This Warrant may be converted exercised on or exercised before the expiration date of December 29, 1999 by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by such Registered Holder or by such Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price for payable in respect of the number of Warrant Shares covered by purchased upon such exercise. In For purposes hereof, the Purchase Price per share shall be $3.139. b. Notwithstanding any provisions herein to the contrary, if the Fair Market Value 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 pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Registered Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedcanceled) by surrender of this Warrant at the time principal office of the Conversion Right Company together with the properly endorsed Notice of Exercise and notice of such election in which event the Company shall issue to the Registered Holder the number of shares of Common Stock computed using the following formula: Y (A-B) X = ------- A Where X = the number of shares of Common Stock to be issued to the Registered Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the Fair Market Value of one share of the 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 if no such price is reported during such five-day period, or if the Common Stock is not 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 Common Stock shall be deemed to be the amount most recently determined by subtracting the aggregate Exercise Price 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 Warrant 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. Notwithstanding the foregoing, if the Board of Directors has not made such portion thereof being converted) immediately a determination within the three-month period prior to the exercise Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Conversion Right from the aggregate current market price Common Stock (determined on the basis including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Current Market Price Per ShareCompany), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that number of Warrant Shares purchasable upon it do so, and (C) the exercise of this Warrant (or pursuant to subsection 1.b. shall be delayed until such portion thereof) immediately prior to the determination is made. c. Each exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1.d. below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. d. As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event within 10 days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after to which such exercise.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

Exercise. Subject to Section 10(a) The Warrant Shares shall vest upon grant. To the extent vested, this Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by the Registered Holder or by the Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash lawful money of the United States, of the Purchase Price payable in respect of the number of 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 check payable canceling a portion of this Warrant (to the order extent vested) exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the Company, in number of Warrant Shares being purchased upon such exercise by (ii) the amount excess of the aggregate 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 for per share. If the Warrant Shares covered by such exercise. In lieu of exercising Registered Holder wishes to exercise this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant method of payment with respect to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that 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 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 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 for the trading day immediately preceding the Exercise Date, provided that if no such price is reported on such days, 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 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. Notwithstanding the foregoing, if the 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 (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrantsubsection 1(b) by shall be delayed until such determination is made. (yc) the Current Market Price Per Share of one share of Common Stock immediately prior to the Each exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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 Date"). At such time, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event within 10 days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after equal (without giving effect to any adjustment therein) to the number of such exerciseshares 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 Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Subject to Section 10, this Warrant (a) Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made either (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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 (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 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. (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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A= the Current Fair Market Price Per Share Value of one share of the Company’s Common Stock immediately prior (at the date of such calculation) B= Exercise Price (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10, this Warrant (a) Warrants may be converted or exercised by Holder, in whole or in part, commencing at any time and from time to time beginning six months on or after the date hereof Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to 5:00 p.m. New York City time the close of business on the Expiration Date Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by surrender of this Warrantthe Registered Holder thereof with such Registered Holder's signature guaranteed, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by bank or cashier's check made payable to the order of the Company, of an amount in lawful money, of the United States of America equal to the applicable Purchase Price, has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of Warrants after one year and one day from the date hereof, (i) the Market Price (as hereinafter defined) of the Company's Common Stock is equal to or greater than the Purchase Price, (ii) the exercise of the Warrant is solicited by an Underwriter at such time as such Underwriter is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the Warrant is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, then the soliciting Underwriter shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of five percent (5%) of the aggregate price of the Warrants so exercised (the "Exercise Fee"). Within five (5) days after the end of each month, commencing in March 1999, the Warrant Agent will notify the Representative of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Warrant Agent will provide the Representative with such information, in connection with the exercise of each Warrant, as the Representative shall reasonably request. The Company hereby authorizes and instructs the Warrant Agent to deliver to the soliciting Underwriters, if known to the Warrant Agent, or to the Representative if not so known, the Exercise Fee promptly after receipt by the Warrant Agent from the Company of a check payable to the order of the appropriate Underwriter in the amount of the aggregate Exercise Price Fee. The Warrant Agent shall not issue the shares of Common Stock issuable upon exercise of the Warrants until receipt and forwarding of such check, provided that no check need be issued unless the amount thereof is at least $1,000 (including Exercise Fees previously earned, but not paid by reason of the application of this provision). In the event that an Exercise Fee is paid to an Underwriter with respect to a Warrant which was not properly completed for exercise or in respect of which such Underwriter is not entitled to an Exercise Fee, such Underwriter will return such Exercise Fee to the Warrant Shares covered by Agent which shall forthwith return such exercise. In lieu of exercising this Warrant pursuant fee to the immediately preceding sentence, Holder shall have the right to require Company. The Representative and the Company to convert this Warrant, in whole or in part and may at any time or times beginning six months after March 30, 1999, and during business hours, examine the date hereof and prior to 5:00 p.m. New York City time on records of the Expiration Date (the "Conversion Right")Warrant Agent, into including its ledger of original Warrant Shares, by surrendering this Warrant Certificates returned to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon Warrant Agent upon exercise of warrants. Notwithstanding any provision to the Conversion Rightcontrary, the provisions of this Section 4(b) may not be modified, amended or deleted without the prior consent of the Representative. (c) The Company shall deliver not be obligated to Holder (without payment by Holder issue any fractional share interests or fractional warrant interests upon the exercise of any Exercise PriceWarrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be eliminated. (d) that number of Anything in this Section 4 notwithstanding, no Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) will be exercisable unless at the time of exercise the Conversion Right is exercised, determined by subtracting Company has filed with the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, Securities and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated Exchange Commission a registration statement under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that amended (the Warrant Shares issued "Act") covering the shares of Common Stock issuable upon exercise of a Conversion Right shall be such Warrant and such shares have been so registered or qualified or deemed to have been acquired by Holder, and be exempt under the holding period for securities laws of the Warrant Shares shall be deemed to have commenced, on state of residence of the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number holder of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseWarrant.

Exercise. Subject to Section 10, this This Warrant may be converted or exercised by Holderthe Holder hereof as to all or any portion of the Underlying Shares, in whole or in part, at any time and from time upon delivery of written notice by the Holder to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this WarrantCompany (an “Exercise Notice”), together with the form of notice of exercise (in the form attached hereto as Exhibit Ax) duly completed and executed by Holder, payment to the Company at its principal office and accompanied of the Aggregate Exercise Price or (y) (i) if the Underlying Shares are not then listed or quoted on an Exchange, instruction to the Company to withhold a number of the Underlying Shares then issuable upon exercise of this Warrant with an aggregate value (determined on the basis of the Fair Market Value) equal to such Aggregate Exercise Price or (ii) if the Underlying Shares are then listed or quotes on an Exchange, instruction to the Company to withhold a number of the Underlying Shares then issuable upon exercise of this Warrant with an aggregate value (determined on the basis of the average Market Price per share for the Common Stock on the last five Trading Days for such stock ended immediately prior to the applicable Exercise Date, as defined below) equal to such Aggregate Exercise Price (collectively, the “Exercise”, with the date of an Exercise being an “Exercise Date”). An Exercise pursuant to clause (y) above is referred to as a “Cashless Exercise.” The Exercise Price (if paid pursuant to clause (x) above) shall be payable by payment in full, in cash delivery by the Holder of a certified or by official bank check payable to the order of the Company or wire transfer of immediately available funds to an account designated by the Company, in the amount of the aggregate Exercise Price for the . This Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holderso Exercised as of the applicable Exercise Date, and the holding period for the Warrant Shares Holder shall be deemed entitled to have commencedreceive the Underlying Shares issuable upon such Exercise and be treated for all purposes as the holder of record of the Underlying Shares as of such date. Upon the Exercise of this Warrant, the Company shall, within two (2) Business Days of the applicable Exercise Date (or, if the Common Stock is then listed or quoted on an Exchange, the date earlier of two (2) Business Days and the number of Trading Days comprising the Standard Settlement Period) (the “Underlying Share Delivery Date”), (a) confirm in writing to the Holder of this Warrant was originally issued pursuant to (which may be via email) the Securities Purchase Agreement. In the event total number of Underlying Shares for which this Warrant is being Exercised, and (b) cause the Underlying Shares (by the Company or its transfer agent, if applicable) subject to such Exercise to be transmitted to the Holder by (i) crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system if the Company is then a participant in such system and either there is an effective registration statement permitting the issuance of the Underlying Shares to or resale of the Underlying Shares by the Holder or the Underlying Shares are eligible for resale by the Holder pursuant to Rule 144 (if the Exercise is a Cashless Exercise)), or (ii) if the foregoing clause (i) does not exercised in fullapply, the Warrant Shares shall be reduced by physical delivery of a certificate for the number of Underlying Shares being issued upon such Exercise, or if the Underlying Shares are being issued in uncertificated form, a written confirmation evidencing the book-entry registration of such Underlying Shares in the Holder’s name; provided that if the Company fails to deliver to Holder such Underlying Shares by the Underlying Share Delivery Date, the Holder will have the right to rescind such Exercise. Any rescission by the Holder pursuant to this Section 4(a) shall not affect any other remedies available to the Holder under applicable law or equity or pursuant to this Warrant as a result of the Company’s failure to timely deliver the Underlying Shares. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable by the Company in respect of the issuance of this Warrant or the issuance of any Underlying Shares upon Exercise. If the Company fails for any reason to deliver to the Holder the Underlying Shares subject to an Exercise by the Underlying Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Underlying Shares subject to such partial exerciseExercise (based on the VWAP of the Common Stock on the date of the applicable Exercise), and $10 per Trading Day (increasing to $20 per Trading Day on the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in third Trading Day after the name of Holder, reflecting the number of Warrant Shares remaining Underlying Share Delivery Date) for each Trading Day after such exerciseUnderlying Share Delivery Date until such Underlying Shares are delivered or Holder rescinds such Exercise.

Exercise. Subject to Section 10, 1.1 The Holder may exercise of the purchase rights represented by this Warrant may be converted or exercised by HolderClass A Warrant, in whole or in part, at any time and from time to time beginning six months or times on or after the date hereof Warrant Commencement Date and prior to 5:00 p.m. New York City time on or before the Warrant Expiration Date by surrender delivery to the Company of a duly executed copy of the Notice of Exercise Form annexed hereto together, on a “cashless basis” which is defined, as follows: On any exercise of this Warrant, together with the form in lieu of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Company, in the amount of the aggregate Exercise Price for in the manner as specified hereinabove, but otherwise in accordance with the requirements of this Section 1.1, Holder may elect to receive Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant equal to the immediately preceding sentence, Holder shall have the right to require the Company to convert value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Warrant Shares as are computed using the following formula: X = Y(A-B)/A where: X = the number of Warrant Shares to be issued to the Holder; Y = the number of Warrant Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in whole payment of the aggregate Warrant Price, if any); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Exercise Price. 1.2 Within three (3) Trading Days following receipt of the Notice of Exercise Form together with Warrant Exercise Proceeds, the Company will deliver to Transfer Online or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date successor (the "Conversion Right"“Transfer Agent”) written instructions to issue the requisite number of Warrant Shares in the name of the Holder or Xxxxxx’s designee, in book entry form. Notwithstanding anything herein to the contrary (although the Holder may surrender the Class A Warrant to, and receive a replacement Class A Warrant from, the Company), into Warrant Shares, by surrendering the Holder shall not be required to physically surrender this Class A Warrant to the Company accompanied by a conversion notice (in until the form attached hereto as Exhibit B) that Holder has purchased all of the Warrant Shares available hereunder and the Class A Warrant has been duly completed and signed. Upon exercise exercised in full, in which case, the Holder shall surrender this Class A Warrant to the Company for cancellation within three (3) Trading Days of the Conversion Right, date the Company shall deliver final Notice of Exercise is delivered to Holder (without payment by Holder the Company. partial exercises of any Exercise Price) that this Class A Warrant resulting in purchases of a portion of the total number of Warrant Shares that is equal to available hereunder shall have the quotient obtained by dividing (x) effect of lowering the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that outstanding number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior hereunder in an amount equal to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercisepurchased.

Exercise. Subject to Section 10, The purchase rights set forth in this Warrant may be converted or exercised Agreement are exercisable by Holderthe Warrantholder, in whole or in part, at any time and time, or from time to time beginning six months after the date hereof and time, prior to 5:00 p.m. New York City time on the Expiration Date expiration of the term set forth in Section 2 above, by surrender of this Warrant, together with tendering to the form of Company at its principal office a notice of exercise (in the form attached hereto as Exhibit A) I(the "Notice of Exercise"), duly completed and executed by Holderexecuted. 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 twenty-one (21) days thereafter, the Company shall issue to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Company, in the amount of the aggregate Exercise Price Warrantholder a certificate for the Warrant Shares covered by such exercise. In lieu number of exercising this Warrant pursuant to shares of Preferred Stock purchased and shall execute the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (acknowledgment of exercise in the form attached hereto as Exhibit BII (the "Acknowledgment of Exercise") that indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of this Warrant Agreement for exercise pursuant to the "Net Issuance" calculation as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: Where: X= the number of shares of Preferred Stock to be issued to the Warrantholder. Y= the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A= the fair market value of one (1) share of Preferred Stock. B= the Exercise Price. For purposes of the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an initial public offering of the Company's Common Stock, and if the Company's Registration Statement relating to such public offering has been duly completed declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial "Price to Public" specified in the final prospectus with respect to the offering and signed(y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if this Warrant is exercised after, and not in connection with the Company's initial public offering, and: (a) if traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; or (b) if actively traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; and (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Preferred Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Preferred Stock shall be deemed to be the value received by the holders of the Company's Preferred Stock on a common equivalent basis pursuant to such merger or acquisition. Upon partial exercise of the Conversion Rightby either cash or Net Issuance, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that promptly issue an amended Warrant Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant Shares that is equal Agreement shall be identical to those contained herein, including, but not limited to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseEffective Date hereof.

Exercise. Subject (a) To exercise this Warrant, the Holder must properly complete, execute and deliver to Section 10the Company the Exercise Notice. Any exercise may not be revoked unless (i) an Event of Default (as defined in the Security and Purchase Agreement dated as of the date hereof between Magnetech Industrial Services of Alabama, this Warrant may be converted or exercised by HolderLLC and the Holder (as amended, in whole or in partmodified, at any time and restated and/or supplemented from time to time beginning six months after time, the date hereof “Security Agreement”)) has occurred and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise is continuing or (in the form attached hereto as Exhibit Aii) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, has consented to such a revocation. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the CompanyCompany 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 (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 adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant). Within three (3) business days after receipt of the applicable Exercise Price and, in the amount event of a complete exercise of this Warrant by the Holder, surrender of this Warrant to the principal office of the aggregate Company, 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. (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 for (at the Warrant Shares covered by such exercise. In date of calculation as set forth below), in lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise Holder within three (3) business days a number of shares of Common Stock computed using the Conversion Right following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to 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 (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company’s Common Stock immediately prior (at the date of such calculation) B = the Exercise Price per share (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by such Registered Holder or by such Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price for payable in respect of the number of Warrant Shares covered by purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some 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 "Exercise Date") over the Purchase Price per share. In lieu of exercising If the Registered Holder wishes to exercise this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant method of payment with respect to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that 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 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, or the NASDAQ 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, or the NASDAQ 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. Notwithstanding the foregoing, if the 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 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), (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 (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrantsubsection 1(b) by shall be delayed until such determination is made. (yc) the Current Market Price Per Share of one share of Common Stock immediately prior to the Each exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event within 10 days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after equal (without giving effect to any adjustment therein) to the number of such exerciseshares 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 Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price for payable in respect of the number of Warrant Shares covered by 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, Xxxx. In lieu 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 exercising 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 the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant method of payment with respect to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that 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 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 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 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. Notwithstanding the foregoing, if the 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 (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrantsubsection 1(b) by shall be delayed until such determination is made. (yc) the Current Market Price Per Share of one share of Common Stock immediately prior to the Each exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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 Date”). At such time, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event within 10 days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after equal (without giving effect to any adjustment therein) to the number of such exerciseshares 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 Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by Holder, the Holder hereof -------- in whole full or in part, part at any time and or from time to time beginning six months after during the date exercise period specified in the first paragraph hereof and prior to 5:00 p.m. New York City time on until the Expiration Date by surrender of this Warrant, together with Warrant and the subscription form of notice of exercise annexed hereto (in the form attached hereto as Exhibit A) duly completed and executed by the Holder), to the Company at its principal office Company's transfer agent and accompanied registrar for the Common Stock, and by payment in fullmaking payment, in cash or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and deliver to 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 the Holder (upon payment by the Holder of any applicable transfer taxes) may FORM OF WARRANT request, providing in the aggregate Exercise Price on the face or faces thereof for the purchase of the number of shares of Common Stock for which such Warrant Shares covered by such exercise. In lieu or Warrants may still be exercised. (b) Notwithstanding any other provision of exercising this Warrant, in no event shall the Holder be entitled at any time to purchase a number of shares of Common Stock on exercise of this Warrant pursuant in excess of that number of shares upon purchase of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and all persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 13D-G thereunder, (each such person other than the Holder a "Related Person" and all such persons other than the Holder, collectively, the "Related Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of the unexercised portion of this Warrant and any of the Company's Senior Convertible Notes due June 3, 2000 by the Holder and all Related Persons) and (2) the number of shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the determination in this sentence is being made, would result in beneficial ownership by the Holder and all Related Persons of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, Holder beneficial ownership shall have the right to require the Company to convert this Warrant, be determined in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit Baccordance with Section 13(d) that has been duly completed and signed. Upon exercise of the Conversion RightExchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the immediately preceding sentence. For purposes of the second preceding sentence, the Company shall deliver be entitled to rely, and shall be fully protected in relying, on any statement or representation made by the Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon Company in connection with a particular exercise of this Warrant (or such portion thereof) immediately prior to Warrant, without any obligation on the exercise part of the Conversion Right (taking into account all applicable adjustments pursuant Company to this Warrant) by (y) make any inquiry or investigation or to examine its records or the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" records of any Warrants, and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period transfer agent for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseCommon Stock.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by such Registered Holder or by such Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash lawful money of the United States (or by check surrender of Warrants as provided below), of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option to the order extent it holds sufficient warrants in-the-money, to elect to pay some or all of the Company, 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 the amount respect of the aggregate Exercise Price for the number of Warrant Shares covered being purchased upon such exercise by such (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 Date") over the Purchase Price per share. In lieu of exercising If the Registered Holder wishes to exercise this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant method of payment with respect to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that 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 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: 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 the next paragraph). 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 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. Notwithstanding the foregoing, if the 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 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), (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 (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrantsubsection 1(b) by shall be delayed until such determination is made. (yc) the Current Market Price Per Share of one share of Common Stock immediately prior to the Each exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event within 10 days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after equal (without giving effect to any adjustment therein) to the number of such exerciseshares 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 payments of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I (the "Purchase Form") 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. Upon any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender exercise of this Warrant, together with the form Registered Holder shall pay the Purchase Price payable in respect of notice the number of Warrant Shares purchased upon such exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by check payable otherwise immediately available funds. (b) The Registered Holder may, at its option, elect to the order pay some or all of the Company, 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 the amount respect of the aggregate Exercise Price for the number of Warrant Shares covered being purchased upon such exercise by such exercise(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. In lieu of exercising If the Registered Holder wishes to exercise this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant method of payment with respect to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that 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 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 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) below). (ii) If the Common Stock is not quoted by 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 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. Notwithstanding the foregoing, if the 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 (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrantsubsection 1(b) shall be delayed until such determination is made. Notwithstanding the foregoing, if the Registered Holder shall object to any determination of Fair Market Value by the Board of Directors, the Board of Directors shall retain an independent appraiser reasonably satisfactory to Holder to determine such fair market value. (yc) the Current Market Price Per Share of one share of Common Stock immediately prior to the Each exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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 Date"). At such time, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event no later than 10 days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting or as such Registered Holder (upon payment by such Registered 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; 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 remaining after equal (without giving effect to any adjustment therein) to the number of such exerciseshares called for on the face of this Warrant minus the sum of (A) the number of 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 canceled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Subject to Section 10, this Warrant Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made either (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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, 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. 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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company's Common Stock immediately prior (at the date of such calculation) B = Exercise Price (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject (a) The Exercise Price per share of the Option is $0.25. The Option may only be exercised if it becomes exercisable pursuant to Section 10, this Warrant 2. (b) The Option may be converted or exercised by Holder, (i) providing written notice to the Company in whole or in part, the form prescribed by the stockholders from time to time at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on Option becomes exercisable in accordance with Section 2 (the Expiration Date by surrender “Notice of this WarrantExercise”), together with the form which Notice of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, Exercise shall be delivered to the Company in the form, and in the manner, designated by the Company from time to time, and (ii) paying the Exercise Price per share. If permitted by the Company, this Option may be exercised in fractions by paying the percentage of the Exercise Price per share represented by the fractional purchase. (c) Payment of the Exercise Price per share may be made, at its principal office and accompanied by payment in fullyour election, in cash or by check payable to with the order approval of the Company, (i) if the shares of Common Stock are readily tradable on a national securities market, through a “cashless exercise” in the amount of the aggregate Exercise Price accordance with a Company-established policy or program for the Warrant Shares covered same, or (ii) if the shares of Common Stock are not readily tradable on a national securities market, by such exercise. In lieu of exercising this Warrant pursuant to any method pre-approved by the immediately preceding sentence, Holder Company. (d) As soon as practicable but not later than five Business Days after the Company shall have the right to require the Company to convert this Warrant, in whole or in part received such Notice of Exercise and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightpayment, the Company shall deliver issue or cause to Holder (without payment by Holder be issued, in accordance with such Notice of any Exercise Price) that Exercise, the number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share shares of Common Stock immediately prior to the exercise specified in such Notice of the Conversion Right. Any references Exercise, issued in this Warrant to the "exercise" your name or in such other name or names of any Warrants, and the use immediate family member designated in such Notice of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion RightExercise. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right The Option shall be deemed to have been acquired by Holder, exercised and the holding period for the Warrant Shares such shares of Common Stock shall be deemed to have commencedbeen issued, on and you or other family member(s) designated in such Notice of Exercise shall be deemed for all purposes to have become a holder of record of such shares of Common Stock as of the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares that such Notice of Exercise and payment shall be reduced have been received by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by Holder, in whole the Holder hereof on a cashless (net) basis or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on a cash basis (but only on the Expiration Date by surrender conditions hereinafter set forth) as to all or any increment or increments of this Warrant, together with the form Warrant Shares upon delivery of written notice of intent to exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at the Company's address set forth below its principal office signature below or the address most recently reported in filing with the Securities and accompanied Exchange Commission by payment in fullthe Company, in together with this Warrant and cash or by check payable to the order of the Company, in the amount of Company for the aggregate Exercise Price for of the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date so purchased (the "Conversion RightPurchase Price"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (except as provided in the form attached hereto as Exhibit B) that has been duly completed and signedfollowing sentence. Upon exercise The Holder may, at its option, elect to pay some or all of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Purchase Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable payable upon an exercise of this Warrant (or such by canceling a portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" exercisable for such number of any Warrants, and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise as is determined by dividing (i) the total Purchase Price payable in respect of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to being purchased upon such partial exerciseexercise by (ii) the excess of the Fair Market Value (as defined below) per share of Common Stock as of the date of exercise over the Purchase Price per share. Upon exercise of this Warrant, the Company shall as promptly as practicable, and the Companyin any event within fifteen (15) days thereafter, at its expense, shall forthwith issue execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of Warrant 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 Warrant Shares, the Holder shall be entitled to receive a new Warrant of like tenor in the name of Holder, reflecting covering the number of Warrant Shares remaining in respect of which this Warrant shall not have been exercised, which number shall be equal to the number of the outstanding shares of the Company's Common Stock, as of the close of business on the date of final exercise of the Warrant, which would cause the Holder to own the Warrant Percentage of the shares of Common Stock of the Company calculated on a fully diluted basis, minus the number of shares of the Company's Common Stock issued upon earlier exercise(s) of the 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 Warrant Shares upon exercise of this Warrant. (b) For purposes of this Warrant, "Common Stock" means the Common Stock of the Company, and all other securities of any class of classes (however designated) of the Company the holders of which have the right, without limitation as to amount, after payment on any securities entitled to a preference on dividends or other distributions upon any dissolution or winding up, either to all or to a share of the balance of payments upon such exercisedissolution, liquidation or winding up.

Exercise. (a) Subject to Section 10compliance by the Registered Holder of this Warrant and the Company with the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, if applicable, this Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) EXHIBIT I duly completed and executed by such Registered Holder or by such Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash lawful money of the United States (or by check surrender of Warrants as provided below), of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option to the order extent it holds sufficient warrants in-the-money, to elect to pay some or all of the Company, 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 the amount respect of the aggregate Exercise Price for the number of Warrant Shares covered being purchased upon such exercise by such (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 Date") over the Purchase Price per share. In lieu of exercising If the Registered Holder wishes to exercise this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant method of payment with respect to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that 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 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: 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 the next paragraph). 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 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. Notwithstanding the foregoing, if the 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 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), (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 (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrantsubsection 1(b) by shall be delayed until such determination is made. (yc) the Current Market Price Per Share of one share of Common Stock immediately prior to the Each exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event within 10 days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after equal (without giving effect to any adjustment therein) to the number of such exerciseshares 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 payments of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Subject to Section 10, this Warrant (a) Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made either (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany 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 (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 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. 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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise Holder a number of shares of Common Stock computed using the Conversion Right following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to 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 (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company's Common Stock immediately prior (at the date of such calculation) B = the Exercise Price per share (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject 3.1 To the extent as allowed under the PRC Laws, the WFOE shall have the absolute sole discretion as to Section 10determine the timing, this Warrant may be converted method and number of times of its Exercise. 3.2 In the event that the PRC Laws then in effect allow the WFOE and/or other entity or exercised individual designated by Holder, in whole or in part, at any time and from time the WFOE to time beginning six months after hold all the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (equity interests in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Domestic Company, in the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder WFOE shall have the right to require choose to exercise all of its Purchase Option at one time or by installment, pursuant to which the Company WFOE and/or other entity or individual designated by the WFOE will purchase all of the Option Equity Interests from the Existing Shareholders at one time or by installment; in the event that the PRC Laws then in effect only allow the WFOE and/or other entity or individual designated by the WFOE to convert hold part of the equity interests in the Domestic Company, the WFOE shall have the right to determine the amount of the Transferred Equity Interests which shall not exceed the upper limit of the shareholding percentage as provided by PRC Laws then in effect (the “Shareholding Percentage Cap”), pursuant to which the WFOE and/or other entity or individual designated by the WFOE will purchase such amount of the Transferred Equity Interests from the Existing Shareholders. Under the latter circumstance, with the gradual increase of the Shareholding Percentage Cap allowed under the PRC Laws, the WFOE shall have the right to exercise its Purchase Option for more than one time accordingly, so as to ultimately obtain all of the Option Equity Interests. 3.3 Upon each Exercise, the WFOE shall have the right to determine at its sole discretion the amount of the Transferred Equity Interests that shall be transferred by the Existing Shareholders to the WFOE and/or other entity or individual designated by the WFOE under such Exercise, and the Existing Shareholders shall transfer the Transferred Equity Interests in the amount determined by the WFOE to the WFOE and/or other entity or individual designated by the WFOE. The WFOE and/or other entity or individual designated by the WFOE shall pay the Transfer Price for the acquired Transferred Equity Interests to the Existing Shareholders who sell such Transferred Equity Interests under each Exercise. The WFOE and/or other entity or individual designated by the WFOE shall have the right to offset the Transfer Price by the creditor’s rights held by it against the Existing Shareholders (including but not limited to loans). 3.4 Upon each Exercise, the WFOE may purchase the Transferred Equity Interests on its own or designate any third party to purchase all or part of the Transferred Equity Interests. 3.5 After the WFOE determines to exercise its Purchase Option, it shall deliver a notice on Exercise of Purchase Option to the Existing Shareholders (the “Exercise Notice”, a form of which is set forth in Exhibit I attached hereto). After receiving the Exercise Notice, the Existing Shareholders shall, according to the Exercise Notice, promptly transfer the Transferred Equity Interests to the WFOE and/or other entity or individual designated by the WFOE at one time in the manner as provided in Article 3.3 hereof. 3.6 The Existing Shareholders hereby covenant and guarantee, once the WFOE delivers the Exercise Notice, the Existing Shareholders shall: (1) promptly adopt written resolutions and carry out all other necessary actions to approve the transfer of all the Transferred Equity Interests to the WFOE and/or other entity or individual designated by the WFOE at the Transfer Price; (2) promptly execute the equity transfer agreement with the WFOE and/or other entity or individual designated by the WFOE regarding the transfer of all the Transferred Equity Interests to the WFOE and/or other entity or individual designated by the WFOE at the Transfer Price; and (3) pursuant to the WFOE’s request and the provisions of laws and regulations, provide necessary assistance to the WFOE (including the provision and execution of all relevant legal documents, performance of all necessary procedures of government approvals and registrations and all relevant obligations), so as to ensure the WFOE and/or other entity or individual designated by the WFOE can obtain all of the Transferred Equity Interests without legal defects. 3.7 The Existing Shareholders agree that, upon execution of this WarrantAgreement, the Existing Shareholders shall each execute a power of attorney (the “Power of Attorney”, form of which is set forth in whole Exhibit II attached hereto), authorizing in writing any person appointed by the WFOE (the “Authorized Person”) to represent the Existing Shareholders to execute any and all necessary legal documents according to this Agreement, so as to ensure the WFOE and/or other entity or individual designated by the WFOE can obtain all of the Transferred Equity Interests without legal defects. Such Power of Attorney shall be kept in part the WFOE’s custody, and where necessary, the WFOE may request at any time or times beginning six months after the date hereof Existing Shareholders to execute multiple counterparts of such Power of Attorney and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant submit such to the Company accompanied by a conversion relevant government authorities. Only when the WFOE delivers written notice (in to the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise Existing Shareholders requesting replacement of the Conversion RightAuthorized Person, shall the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal Existing Shareholders promptly revoke the authorization to the quotient obtained existing Authorized Person and authorize the Authorized Person otherwise appointed by dividing (x) the value of this Warrant (or WFOE to represent the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior Existing Shareholders to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account execute any and all applicable adjustments pursuant necessary legal documents according to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any WarrantsAgreement, and the use new Power of the term "exercise" hereinAttorney, once executed, shall be deemed to include, without limitation, any exercise supersede the original Power of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period Attorney; except for the Warrant Shares above circumstance, the Existing Shareholders shall be deemed to have commenced, on not revoke the date this Warrant was originally issued pursuant Power of Attorney made to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseAuthorized Person.

Exercise. Subject to Section 10, this Warrant (a) Warrants may be converted or exercised by Holder, in whole or in part, commencing at any time and from time to time beginning six months on or after the date hereof Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to 5:00 p.m. New York City time the close of business on the Expiration Date Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by surrender of this Warrantthe Registered Holder thereof with such Registered Holder's signature guaranteed, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by bank or cashier's check made payable to the order of the Company, of an amount in lawful money, of the United States of America equal to the applicable Purchase Price, has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of Warrants after one year and one day from the date hereof, (i) the Market Price (as hereinafter defined) of the Company's Common Stock is equal to or greater than the Purchase Price, (ii) the exercise of the Warrant is solicited by an Underwriter at such time as such Underwriter is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the Warrant is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, then the soliciting Underwriter shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of five percent (5%) of the aggregate price of the Warrants so exercised (the "Exercise Fee"). Within five (5) days after the end of each month, commencing in _______ 1999, the Warrant Agent will notify the Representative of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Warrant Agent will provide the Representative with such information, in connection with the exercise of each Warrant, as the Representative shall reasonably request. The Company hereby authorizes and instructs the Warrant Agent to deliver to the soliciting Underwriters, if known to the Warrant Agent, or to the Representative if not so known, the Exercise Fee promptly after receipt by the Warrant Agent from the Company of a check payable to the order of the appropriate Underwriter in the amount of the aggregate Exercise Price Fee. The Warrant Agent shall not issue the shares of Common Stock issuable upon exercise of the Warrants until receipt and forwarding of such check, provided that no check need be issued unless the amount thereof is at least $1,000 (including Exercise Fees previously earned, but not paid by reason of the application of this provision). In the event that an Exercise Fee is paid to an Underwriter with respect to a Warrant which was not properly completed for exercise or in respect of which such Underwriter is not entitled to an Exercise Fee, such Underwriter will return such Exercise Fee to the Warrant Shares covered by Agent which shall forthwith return such exercise. In lieu of exercising this Warrant pursuant fee to the immediately preceding sentence, Holder shall have the right to require Company. The Representative and the Company to convert this Warrant, in whole or in part and may at any time or times beginning six months after ____________ ___, 1999, and during business hours, examine the date hereof and prior to 5:00 p.m. New York City time on records of the Expiration Date (the "Conversion Right")Warrant Agent, into including its ledger of original Warrant Shares, by surrendering this Warrant Certificates returned to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon Warrant Agent upon exercise of warrants. Notwithstanding any provision to the Conversion Rightcontrary, the provisions of this Section 4(b) may not be modified, amended or deleted without the prior consent of the Representative. (c) The Company shall deliver not be obligated to Holder (without payment by Holder issue any fractional share interests or fractional warrant interests upon the exercise of any Exercise PriceWarrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be eliminated. (d) that number of Anything in this Section 4 notwithstanding, no Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) will be exercisable unless at the time of exercise the Conversion Right is exercised, determined by subtracting Company has filed with the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, Securities and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated Exchange Commission a registration statement under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that amended (the Warrant Shares issued "Act") covering the shares of Common Stock issuable upon exercise of a Conversion Right shall be such Warrant and such shares have been so registered or qualified or deemed to have been acquired by Holder, and be exempt under the holding period for securities laws of the Warrant Shares shall be deemed to have commenced, on state of residence of the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number holder of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseWarrant.

Exercise. Subject to Section 10, this This Warrant may be converted or exercised exercised, prior to its -------- expiration pursuant to Section 2.3, by Holder, in whole or in part, the Holder hereof at any time and or from time to time beginning six months after during the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date Exercise Period (as defined in Section 9), by surrender of this Warrant, together with the form of notice of exercise (in subscription at the form attached hereto as Exhibit A) end hereof duly completed and executed by Holdersuch holder, to the Company at its principal office and office, accompanied by payment in fullpayment, in cash by certified or by official bank check payable to the order of the CompanyCompany or by wire transfer to its account, in the amount of obtained by multiplying the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share shares of Common Stock immediately prior to the exercise of the Conversion Right. Any references in for which this Warrant to is then being exercised by 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase AgreementExercise Price. In the event this the Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall will forthwith issue and deliver to to, or upon the order of, the Holder hereof a new Warrant or Warrants of like tenor tenor, in the name of Holderthe holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, reflecting having in the aggregate in Section 1.1 thereof the number of shares of Common Stock equal (subject to any adjustment provided for herein) to the number of such shares called for in Section 1.1 of this Warrant Shares remaining after minus the number of such shares (subject to any adjustment provided for herein) for which this Warrant shall have been exercised. Upon exercise of this Warrant in accordance with this Section 2.1, the Holder shall be, and shall be deemed to be, for all purposes, a holder of record of the number of shares of Common Stock for which this Warrant has been exercised, notwithstanding any delay or failure of the Company to issue stock certificates as provided in Section 3 hereof. Immediately upon exercise, the Holder shall have the right to vote on all matters on which holders of Common Stock have a right to vote, shall be deemed a record holder for the purposes of voting, dividends or any other distributions, and shall have all other rights of a stockholder of record under the laws of the State of Nevada. Upon any exercise of this Warrant, in whole or in part, the Holder shall pay the aggregate Exercise Price with respect to the shares of Common Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares") by payment of cash in the form referred to in the first sentence of this Section 2.1.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time following the Vesting Date 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 cash, by certified or bank check, or by wire transfer of immediately available funds, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. At any time after March 7, 2007 that the Registration Statement (as defined in the Purchase Agreement) covering the resale of the Warrant Shares is not effective or is suspended, or that the related prospectus is outdated, defective or requires a supplement or amendment for any reason, the Registered Holder may, at its option during such time, undertake a “cashless exercise” by electing 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 of the effective date of exercise, as determined pursuant to subsection 1(e) 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 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 from time the denominator of which shall be the fair market value per share of Common Stock as of the effective date of exercise, as determined pursuant to time beginning six months after subsection 1(e) below. Notwithstanding anything herein to the date hereof and prior to 5:00 p.m. New York City time contrary, on the Expiration Date by surrender termination date of this Warrant, together with if the form conditions set forth above for a cashless exercise then exist, this Warrant shall be automatically exercised via cashless exercise pursuant to this subsection 2(a). (b) If on any date after the effectiveness of notice the Registration Statement, the closing price of exercise (the Common Stock, as quoted on the Nasdaq National Market, the Nasdaq Capital Market or the principal exchange on which the Common Stock is listed, or if not so listed then in the form attached hereto over-the-counter market as Exhibit A) duly completed published in The Wall Street Journal, for 20 consecutive trading days equals at least $1.16 (subject to adjustment in the event of any subdivision, combination or reclassification affecting the Common Stock), the Company shall have the right, at its option and executed by upon 30 days written notice to the Registered Holder, to terminate this Warrant; provided that (i) the Company at its principal office and accompanied by payment in fullVesting Date shall have occurred, in cash or by check payable to (ii) the order of the Company, in the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Registered Holder shall have the right to require the Company to convert exercise this Warrant, in whole or in part and Warrant at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"such termination pursuant to Section 2(a), into Warrant Shares, by surrendering this Warrant to and (iii) the Company accompanied by a conversion Registration Statement shall be effective at all times during such 30-day notice (in the form attached hereto as Exhibit B) that has been duly completed and signedperiod. Upon such termination, the Registered Holder shall have no further rights hereunder. The Registered Holder shall have the right to exercise the Warrant until the termination of the Conversion Right30-day notice period, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) provided that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately 30-day notice period terminates prior to the exercise of the Conversion Right from the aggregate current market price March 7, 2011. (determined on the basis of the Current Market Price Per Sharec) of that number of Warrant Shares purchasable upon Each exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have commenced, on become the date this holder or holders of record of the Warrant was originally issued pursuant to the Securities Purchase Agreement. Shares represented by such certificates. (d) In the event of any exercise of the rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the Registered Holder within a reasonable time and, unless this Warrant is not has been fully exercised in fullor has expired, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant representing the shares with respect to which this Warrant shall not have been exercised shall also be issued to the Holder within such reasonable time. (e) For purposes of like tenor this Warrant, the per share fair market value of the Company’s Common Stock shall mean: (i) If the Company’s Common Stock is publicly traded, the per share fair market value shall be the average of the closing prices of the Common Stock as quoted on the Nasdaq National Market, the Nasdaq Capital Market or the principal exchange on which the Common Stock is listed, or if not so listed then the fair market value shall be the average of the closing bid prices of the Common Stock in the name over-the-counter market as published in The Wall Street Journal, in each case for the fifteen trading days ending five trading days prior to the date of Holderdetermination of fair market value; (ii) If the Company’s Common Stock is not so publicly traded, reflecting the number per share fair market value shall be such fair market value as is determined in good faith by the Board of Warrant Shares remaining Directors of the Company after such exercisetaking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm's length.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) EXHIBIT I duly completed and executed by such Registered Holder or by such Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price for payable in respect of the number of Warrant Shares covered by 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 of the effective date of exercise, as determined pursuant to subsection 3(c) below (the "Exercise Date") over the Purchase Price per share. In lieu of exercising If the Registered Holder wishes to exercise this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant method of payment with respect to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that maximum number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrantsmethod, and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by then the number of Warrant Shares subject so purchasable shall be equal to such partial exercisethe total number of Warrant Shares, and minus the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in product obtained by multiplying (x) the name of Holder, reflecting the total number of Warrant Shares remaining after such exerciseby (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 Date. (c) For purposes of this Warrant, "Fair Market Value" shall mean, on any day:

Exercise. Subject to Section 10, The purchase rights set forth in this Warrant may be converted or exercised Agreement are exercisable by Holderthe Warrantholder, in whole or in part, at any time and time, or from time to time beginning six months after the date hereof and time, prior to 5:00 p.m. New York City time on the Expiration Date expiration of the term set forth in Section 2, by surrender of this Warrant, together with tendering to the form of Company at its principal office a notice of exercise (in the form attached hereto as Exhibit A) I (the “Notice of Exercise”), duly completed and executed by Holderexecuted. 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 either (i) issue to the Company at its principal office and accompanied by payment in full, in cash Warrantholder a certificate for the number of shares of Common Stock purchased or by check payable (ii) credit the same via book entry to the order of the CompanyWarrantholder, in the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require and the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after shall execute the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common 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 (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Stock in accordance with the following formula: X = Y(A-B) that has been duly completed Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of exercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (i) at all times when the Common Stock shall be traded on a national securities exchange, inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period 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 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 signed(ii), as determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or, upon request of the Conversion RightWarrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that promptly issue an amended Agreement representing the remaining number of Warrant Shares that is equal shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the quotient obtained by dividing (x) Effective Date hereof. In no event shall the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior Company be required to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon net cash settle an exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.

Exercise. Subject to Section 10, this Warrant may be converted or exercised by Holder, in whole or in partpart (but not for less than 10% of the Warrant Shares issuable under this Warrant, or the remaining Warrant Shares, if less than such amount), at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in subscription at the form attached hereto as Exhibit A) end hereof duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Company, in the amount of the aggregate Exercise Purchase Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, the Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a the form conversion notice (in the form attached hereto as Exhibit B) that which has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Exercise Purchase Price) that number of Warrant Shares that which is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, exercised determined by subtracting the aggregate Exercise Purchase Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include, include (without limitation, ) any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of such adjusted Warrant Shares remaining after such exerciseShares.

Exercise. Subject to Section 10, this This Warrant may be converted or exercised by Holderexercised, in whole or in part, at any time and from time to time beginning six months after during the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date Exercise Period. Such exercise shall be accomplished by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, tender to the Company at its principal office and accompanied of an amount equal to the Exercise Price multiplied by payment number of underlying shares being purchased (the “Purchase Price”), either (a) in fullcash, in cash by wire transfer or by certified check or bank cashier’s check, payable to the order of the Company, or (b) by surrendering such number of shares of Common Stock received upon exercise of this Warrant with an aggregate Fair Market Value (as defined below) equal to the Purchase Price (as described in the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date following paragraph (the "Conversion Right"a “Cashless Exercise”), into Warrant Shares, by surrendering this Warrant together with presentation and surrender to the Company accompanied by a conversion notice (of this Warrant with an executed subscription agreement in substantially the form attached hereto as Exhibit B) that has been duly completed and signedB (the “Subscription”). Upon exercise receipt of the Conversion Rightforegoing, the Company shall will deliver to Holder the Holders, as promptly as possible, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holders or its transferee (without as permitted under Section 3 below). With respect to any exercise of this Warrant, the Holders will for all purposes be deemed to have become the holder of record of the number of shares of Common Stock purchased hereunder on the date the Subscription has been properly executed and payment of the Purchase Price have both been received by Holder the Company (the “Exercise Date”), irrespective of the date of delivery of the certificate evidencing such shares of the Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any Exercise Price) fractional shares that number of Warrant Shares that is would have been issued but for the immediately preceding sentence, the Holders will be entitled to receive cash equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) such fraction of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one a share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to trading day immediately preceding the Securities Purchase AgreementExercise Date. In the event this Warrant is not exercised in fullpart, the Warrant Shares Company shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in to the name of Holder, reflecting Holders covering the aggregate number of shares of Common Stock as to which this Warrant Shares remaining after such exerciseremains exercisable for.

Exercise. Subject to Section 10(a) Except as set forth in subsection 1(b) below, this Warrant may be converted or exercised by Holder, the Registered Holder in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by such Registered Holder or by such Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash lawful money of the United States, of the Purchase Price payable in respect of the number of 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 check payable to the order canceling a portion of this Warrant exercisable for such number of shares of the Company's common stock, in $0.001 par value (the amount `Common Stock"), as is then issuable upon conversion of the aggregate Series C Preferred (as to which this Warrant is exercisable) determined by dividing (i) the total Purchase Price payable in respect of the number of shares of Series C Preferred 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 Section 1(c) below (the "Exercise Date") over the Purchase Price for per share. If the Warrant Shares covered by such exercise. In lieu of exercising Registered Holder wishes to exercise this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant CUSIP No. 81371G 10 S 13D PAGE 52 of 62 -------------------------------------------------------------------------------- method of payment with respect to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that maximum number of Warrant Shares that is shares of Common Stock so purchasable pursuant to this method, then the number of shares of Common Stock so purchasable shall be equal to the quotient total number of shares of Common Stock, minus the product obtained by dividing multiplying (x) the total number of shares of Common Stock purchasable 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 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 price is reported on such date, such price on the next preceding business day. (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 most recently determined by the Board of Directors to represent the fair market value per share of this Warrant 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 portion thereof being converted) at Registered Holder of the time Fair Market Value per share of Common Stock. Notwithstanding the Conversion Right is exercisedforegoing, determined by subtracting if the aggregate Exercise Price for Board of Directors has not made such a determination within the Warrant (or such portion thereof being converted) immediately three-month period prior to the exercise Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the 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 Conversion Right from Company), (B) the aggregate current market price Board of Directors shall make a determination within 15 days of a request by the Registered Holder that it do so, and (determined on C) the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrantsubsection 1(b) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Rightshall be delayed until such determination is made. Any references References in this Warrant to the "exerciseWarrant Shares" shall include shares of any Warrants, and the use of the term "exercise" herein, shall be deemed to include, without limitation, any Common Stock purchasable under this subsection (b). (c) Each exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the this Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercise, and in whole or in part the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after equal (without giving effect to any adjustment therein) to the number of such exercise.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. CUSIP No. 81371G 10 S 13D PAGE 53 of 62 --------------------------------------------------------------------------------

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) EXHIBIT I duly completed and executed by such Registered Holder or by such Registered Holder's duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash lawful money of the United States, of the Purchase Price payable in respect of the number of 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 check 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 order B-1 (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 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, 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, in 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. Notwithstanding the foregoing, if the 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 the amount next determined by the Board of Directors to represent the fair market value per share of the aggregate Exercise Price 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 Warrant Shares covered Company), (B) the Board of Directors shall make such a determination within 15 days of a request by such exercise. In lieu the Registered Holder that it do so, and (C) the exercise of exercising this Warrant pursuant to the immediately preceding sentence, Holder this subsection 1(b) shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date be delayed until such determination is made. (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit Bc) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon Each exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercisecertificates.

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Registered Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) I duly completed and executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price for payable in respect of the number of Warrant Shares covered by 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. In lieu of exercising If the Registered Holder wishes to exercise this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant method of payment with respect to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that 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 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 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 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. Notwithstanding the foregoing, if the 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 (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrantsubsection 1(b) by shall be delayed until such determination is made. (yc) the Current Market Price Per Share of one share of Common Stock immediately prior to the Each exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holdereffected 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 Date”). At such time, and the holding period person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have commenced, on become the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, holder or holders of record of the Warrant Shares shall be reduced represented by such certificates. (d) As soon as practicable after the number exercise of this Warrant Shares subject to such partial exercisein full or in part, and in any event within 10 days thereafter, the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Registered Holder, reflecting 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 remaining after equal (without giving effect to any adjustment therein) to the number of such exerciseshares 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 Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Subject to Section 10, this Warrant (a) Payment may be converted or exercised by Holder, made either in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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 (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such form (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. (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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A= the Current Fair Market Price Per Share Value of one share of the Company's Common Stock immediately prior (at the date of such calculation) B= Exercise Price (as adjusted to the exercise date of the Conversion Rightsuch calculation) 3. Any references in this Warrant to the "exercise" of any WarrantsAdjustment for Reorganization, and the use of the term "exercise" hereinConsolidation, shall be deemed to includeMerger, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseetc.

Exercise. Subject to Section 10, this Warrant Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made either (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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, (iii) by application of (a) accrued and unpaid interest owed to the Holder by the Company pursuant to any subordinated promissory notes held by the Holder and/or (b) accrued and unpaid dividends owed to the Holder pursuant to any shares of preferred stock of the Company held by the Holder or (iv) 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. 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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company’s Common Stock immediately prior (at the date of such calculation) B = Exercise Price (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10, this (a) This Warrant may be converted or exercised by the Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of surrendering this Warrant, together with the purchase form of notice of exercise (in the form attached appended hereto as Exhibit A) , duly completed and executed by such Holder, to at the principal office of the Company, or at such other office or agency as the Company at its principal office and may designate, accompanied by payment in full, full by bank or certified check in cash or by check payable to the order lawful money of the CompanyUnited States, in the amount of the aggregate Exercise Purchase Price payable in respect of the total number of shares of Common Stock 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 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 Warrant Shares covered holder or holders of record of the Common Stock represented by such exercise. In certificates or other instruments. (i) The Holder may, at his, her or its sole option, and in lieu of exercising paying the Purchase Price pursuant to Subsection 2(a) hereof, exchange this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after for a number of shares of Common Stock as determined below. Such shares of Common Stock shall be issued by the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant Company to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by the Holder of any Exercise Price) that other exercise price or any cash or other consideration. The number of Warrant Shares that is shares of Common Stock to be so issued to the Holder shall be equal to the quotient obtained by dividing (xA) the value Surrendered Value (as defined below) on the date of surrender of this Warrant pursuant to Subsection 2(a), by (or B) the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined Fair Market Value on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share exchange date of one share of Common Stock immediately prior to Stock. (ii) For the exercise purposes of this Subsection 2(c), the Conversion Right. Any references in "Surrendered Value" of a portion of this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, on a given date shall be deemed to include, without limitation, any exercise be the excess of (A) the aggregate Fair Market Value on such date of the Conversion Right. For purposes total number of Rule 144 promulgated under the Securities Act shares of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued Common Stock otherwise issuable upon exercise of a Conversion Right shall be deemed to have been acquired by Holdersuch 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 the holding period for the Warrant Shares shall be deemed to have commencedin any event within three (3) business days thereafter, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver will cause to Holder a new Warrant of like tenor be issued in the name of of, and delivered to, the Holder, reflecting 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, 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 date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the Warrant Shares remaining after Number minus the number of such shares of Common Stock purchased by the Holder upon such exercise.

Exercise. Subject to Section 10, this Warrant (a) Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made either (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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 (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 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. (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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A = the Current Fair Market Price Per Share Value of one share of the Company’s Common Stock immediately prior (at the date of such calculation) B = Exercise Price (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject to Section 10the terms of this Option and compliance with all applicable securities laws, Registered Holder may exercise this Warrant may be converted Option during 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 exercised by Holder, in whole or in part, at any time and from time to time beginning six months during the term of this Option agreement after the date hereof and prior to 5:00 p.m. New York City time on fourth six month anniversary, by surrendering this Option at the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Company, in with the amount subscription form attached hereto duly executed by the Registered Holder (“Election Notice”), together with full payment of the aggregate Exercise sum obtained by multiplying (a) the number of shares of Option Stock the Registered Holder desires to purchase by (b) the Purchase Price for as determined in accordance with the Warrant Shares covered by such exerciseterms hereof. In lieu of exercising 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 Warrant cashless surrender of options shall be 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 to hereto, if the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signedexercise is for less than all remaining Option Stock then exercisable hereunder. Upon exercise of the Conversion RightRegistered Holder's partial exercise, Registered Holder must surrender this Option, and the Company shall deliver issue to the Registered Holder (without payment by Holder a new Option of any Exercise Price) that the same tenor for purchase of the number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value remaining shares of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Option Stock immediately prior to the exercise of the Conversion Rightnot purchased. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right Registered Holder shall be deemed to have been acquired by Holder, and exercised this Option immediately prior to the holding period for the Warrant Shares shall be deemed to have commenced, close of business on the date this Warrant was originally issued pursuant to of its surrender for exercise as provided above, and shall be treated for all purposes as the Securities Purchase Agreementholder of record of such shares as of the close of business on such date. In the event this Warrant is not exercised in fullAs soon as practicable on or after such date, the Warrant Shares Company shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to the Registered Holder a new Warrant of like tenor in the name of Holder, reflecting certificate or certificates for the number of Warrant Shares remaining after whole shares of Option Stock issuable upon such exercise. No fractional shares may be issued upon any exercise of this Option.

Exercise. Subject to Section 10, this Warrant The Option may be converted or exercised only in accordance with the Plan, as supplemented by Holderthis Agreement, in whole or in part, at any time and from time to time beginning six months after the date hereof not otherwise. a. During its Term and prior to 5:00 p.m. New York City time on the Expiration Date by surrender its earlier termination in accordance with Section 3 of this WarrantAgreement, the Option shall, to the extent vested in accordance with Section 2(d) of this Agreement, become exercisable as follows: (i) 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 Participant by giving written notice of exercise to the Company in such form as may be provided by the Committee, specifying the number of shares of Common Stock with respect to which the Option is to be exercised and such other information as the Committee may require. The Option may be exercised for less than the full number of shares of Common Stock 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 of such written notice together with the form required payment of notice 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 Stock 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. 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 form name of the Participant or in accordance with other delivery instructions provided by the Participant and acceptable by the Committee. d. Except as provided in Section 3 and Section 4 of this Agreement, no portion of the Option shall vest and become exercisable except to the extent that it has vested in accordance with the 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) duly completed A and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Company, in the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in is a part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in fullof some portion of the Option vesting as provided hereunder, the Warrant Shares Company shall be reduced by notify the number of Warrant Shares subject Participant when and to such partial exercise, and what extent the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseOption has vested.

Exercise. Subject to Section 10, this This Warrant may be converted or exercised by Holderexercised, in whole or in part, at any time and or in part from time to time beginning six months after the date hereof time, commencing on January 26, 1999 and prior to 5:00 p.m. New York City time P.M., Eastern Standard Time on January 26, 2002, by the Expiration Date Holder of this Warrant by the surrender of this WarrantWarrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the form of notice of exercise (Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in the form attached hereto as Exhibit A) duly completed and executed part. Payment for Warrant Shares shall be made by Holder, to the Company at its principal office and accompanied by payment in full, in cash certified or by official bank check payable to the order of the Company. 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 (a) issue a certificate or certificates in the amount name of the aggregate Exercise Price Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares covered by such exerciseis exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of exercising this Warrant pursuant any fractional share of the Common Stock which would otherwise be issuable in respect to the immediately preceding sentenceexercise of the Warrant, Holder shall have the right to require the Company at its option may (a) pay in cash an amount equal to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time product of (i) the daily mean average of the Closing Price of a share of Common Stock on the Expiration ten consecutive trading days before the Conversion Date and (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by ii) such fraction of a conversion notice share or (in the form attached hereto as Exhibit Bb) that has been duly completed and signedissue an additional share of Common Stock. Upon exercise of the Conversion RightWarrant, the Company shall issue and deliver to the Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price certificates for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the issuable upon such exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, within ten business days after such exercise and the use of the term "exercise" herein, person exercising shall be deemed to include, without limitation, any exercise be the holder of record of the Conversion RightCommon Stock issuable upon such exercise. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right No warrant granted herein shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseissuance.

Exercise. Subject to Section 10(a) At the sole discretion of the Holder, this Warrant may be converted or exercised by Holder, in whole or in part, at any time and the Holder hereof from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on 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, together with Warrant and the form Notice of notice of exercise (in the form Exercise attached hereto as Exhibit A) , duly completed and executed by 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 Company at its principal office and accompanied by payment in fullHolder hereof, in cash or by together with a certified check payable to the order of the Company, in the amount of Company for the aggregate Exercise Price for of the Warrant Shares covered by such exercise. shares of Series C Preferred Stock so purchased. (b) In lieu of exercising this Warrant paying the exercise price pursuant to Section 4(a) above, the immediately preceding sentence, Holder shall have may exercise the right to require Warrant via cashless exercise by converting the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "“Conversion Right"”), into Warrant Shares. To exercise the Conversion Right, by surrendering this Warrant the Holder shall surrender to the Company accompanied by a conversion notice (in this Warrant and the form Notice of Exercise attached hereto as Exhibit B) that has been hereto, duly completed and signedexecuted by the Holder to evidence the exercise of the Conversion Right. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by Holder of any Exercise Pricea certificate(s) representing that number of Warrant Shares that which is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof of the Warrant being converted) converted at the time date the Conversion Right is exercised, exercised (determined by subtracting (A) the aggregate Exercise Price for relating to the portion of the Warrant (or such portion thereof being converted) converted calculated immediately prior to the exercise of the Conversion Right from (B) the aggregate current fair market price value of the portion of the Warrant being converted (determined on the basis of the Current Market Price Per Share) fair market value per share of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock 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, include (without limitation, ) any exercise of the Conversion Right. For purposes . (c) Upon exercise of Rule 144 promulgated under this Warrant as aforesaid, the Securities Act of 1933, as amended, it is intended, understood and acknowledged that person entitled to receive the Warrant Shares issued 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 a the Conversion Right Right), in such names and denominations as are requested by such Holder. If this Warrant shall be deemed exercised with respect to have been acquired by Holder, and the holding period for less than all of the Warrant Shares shall be deemed to have commencedShares, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith will issue and deliver to the Holder a new Warrant of like tenor in the name of Holder, reflecting covering the number of Warrant shares with respect to which this Warrant shall not have been exercised, which new Warrant shall be identical to this Warrant except for the number of shares and date of issuance. If upon exercise of this Warrant, the Holder would be entitled to acquire a fractional share of the Series C Preferred Stock, such fractional share shall be disregarded, and the number of 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 per share Exercise Price multiplied by such fraction. 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 Warrant Shares remaining after such exerciseupon exercise of this Warrant.

Exercise. Subject to Section 10, this This Warrant may be converted or exercised by Holderexercised, in whole or in part, at any time and or in part from time to time beginning six months after the date hereof time, commencing on ________ __, 1999 and prior to 5:00 p.m. New York City time P.M., Eastern Standard Time on _________ __, 2004, by the Expiration Date Holder of this Warrant by the surrender of this WarrantWarrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the form of notice of exercise (Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in the form attached hereto as Exhibit A) duly completed and executed part. Payment for Warrant Shares shall be made by Holder, to the Company at its principal office and accompanied by payment in full, in cash certified or by official bank check payable to the order of the Company. 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 (a) issue a certificate or certificates in the amount name of the aggregate Exercise Price Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares covered by such exerciseis exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of exercising this Warrant pursuant any fractional share of the Common Stock which would otherwise be issuable in respect to the immediately preceding sentenceexercise of the Warrant, Holder shall have the right to require the Company at its option may (a) pay in cash an amount equal to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time product of (i) the daily mean average of the closing price of a share of Common Stock on the Expiration Date ten consecutive trading days before the conversion date and (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by ii) such fraction of a conversion notice share or (in the form attached hereto as Exhibit Bb) that has been duly completed and signedissue an additional share of Common Stock. Upon exercise of the Conversion RightWarrant, the Company shall issue and deliver to the Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price certificates for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the issuable upon such exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, within ten business days after such exercise and the use of the term "exercise" herein, person exercising shall be deemed to include, without limitation, any exercise be the holder of record of the Conversion RightCommon Stock issuable upon such exercise. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right No warrant granted herein shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, exercisable after 5:00 p.m. Eastern Standard Time on the fourth anniversary of the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseissuance.

Exercise. Subject to Section 10, this Warrant (a) Payment may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise made either (in the form attached hereto as Exhibit Ai) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the CompanyCompany equal to the 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 (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 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. (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 the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Rightfor cash, the Company shall deliver Holder may elect to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is receive shares equal to the quotient obtained by dividing value (xas determined below) the value of this Warrant (or the portion thereof being convertedexercised) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise surrender of this Warrant (or such portion thereof) immediately prior at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the exercise 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 to the Holder Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Conversion Right Warrant is being exercised, the portion of the Warrant being exercised (taking into account all applicable adjustments pursuant to this Warrantat the date of such calculation) by (y) A= the Current Fair Market Price Per Share Value of one share of the Company’s Common Stock immediately prior (at the date of such calculation) B= Exercise Price (as adjusted to the exercise date of the Conversion Right. 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. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exercise.calculation)

Exercise. Subject (a) Options shall be exercisable by Hxxxxx delivering to Section 10the Company, this Warrant may be converted or exercised by Holderduring the Option Period, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender a Notice of this Warrant, together with the form of notice of exercise (Option Exercise in the form as attached hereto as Exhibit A1 (the “Exercise Notice”) duly completed and executed complying with the remaining terms and conditions herein. (b) The Exercise Notice shall be accompanied by Holder, full payment of the exercise price by tender to the Company at its principal office and accompanied of an amount equal to the Exercise Price multiplied by payment in fullthe number of underlying shares of Common Stock being purchased (the “Purchase Price”), in cash by wire transfer or by certified check or bank cashier’s check, payable to the order of the Company. (c) Holder’s payment for exercise of the Options shall be accompanied by payment of any amount that the Company, in its sole discretion, deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes If the Holder fails to make such payment in a timely manner, the Company may: (i) decline to permit exercise of the Options or (ii) withhold and set-off against compensation and any other amounts payable to the Holder the amount of the aggregate Exercise Price for the Warrant Shares covered by such exerciserequired payment. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (Such withholding may be in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise shares underlying the Options at the sole discretion of the Conversion RightCompany. (d) Upon receipt of the Purchase Price, together with written notice, and Hxxxxx’s compliance with the other provisions herein, the Company shall deliver to will record the Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to as the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise beneficial owner of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share shares of Common Stock immediately prior to in the exercise books and records of the Conversion RightCompany. Any references in this Warrant The shares of Common Stock shall not be certificated. With respect 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. For Options, the Holder will for all purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired become the holder of record of the number of shares of Common Stock purchased hereunder on the date a properly executed notice and payment of the Purchase Price is received by Holderthe Company (the “Exercise Date”), and except that, if the holding period for date of such receipt is a date on which the Warrant Shares shall share transfer books of the Company are closed, Holder will be deemed to have commenced, become the holder of such shares at the close of business on the next succeeding date this Warrant was originally issued pursuant to on which the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting the number of Warrant Shares remaining after such exerciseshare transfer books are open.