Common use of Exercise Clause in Contracts

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Warrant and this Agreement, a Warrant countersigned by this the Warrant Agent may be made, in whole or in part, at any time or times on or after exercised by the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate Registered Holder thereof by notice in writing to the registered Holder at the address office of the Holder appearing on Warrant Agent, or to the books office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the CompanyUnited States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of a duly executed copy any Notice of Exercise form be required. Upon delivery of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of exercise as aforesaid, delivery of the Holder shall deliver Warrant Shares; provided payment of the aggregate Exercise Price for the shares specified (other than in the applicable Notice case of Exercise by wire transfer or cashier's check drawn on a United States bank, unless Cashless Exercise) is received within three Trading Days of delivery of the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromcontrary, the Company), the Registered Holder shall not be required to physically surrender this its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available hereunder under the respective Warrant and the such Warrant has been exercised in full, in which case, the Registered Holder shall surrender this the Warrant to the Company for cancellation within two Trading Days three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of The Registered Holder and any dispute or discrepancyassignee, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereethe Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Pre-funded Warrants may exercise Pre-funded Warrants by this delivering to the Warrant may Agent, not later than [5:00 P.M]., Eastern Standard Time, on any business day a notice of exercise of the Pre-funded Warrants to be made, exercised (i) in whole or in part, at any time or times on or after the Initial Exercise Date form attached to the Global Warrant and on or before the Termination Date by delivery (ii) (A) payment to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing Exercise Price multiplied by the number of Warrant Shares purchased and as to which the date Pre-funded Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of such purchasesimmediately available funds or (B) by notifying the Company that this Pre-funded Warrant is being exercised pursuant to a Cashless Exercise. Upon All other requirements for the exercise of any a Warrant shall be as set forth in the Pre-funded Warrant. Subject to the provisions of the Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Series A Warrants represented hereby, the Company shall deliver may exercise Series A Warrants by delivering to the Holder Warrant Agent, not later than [5:00 P.M.], Eastern Standard Time, on any business day before the Expiration Date a warrant notice of exercise grid of the Series A Warrants to be exercised (i) in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number Global Warrant and (ii) (A) payment to the Company of Warrants so exercised, an amount equal to the applicable Aggregate Exercise Price in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Series A Warrant Shares so issued and is being exercised pursuant to a Cashless Exercise. All other requirements for the number exercise of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid a Series A Warrant shall be controlling and determinative as set forth in the absence of manifest errorSeries A Warrant. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of Subject to the provisions of this Section 2(a)the Global Warrant, following the purchase a Holder (or a Participant or a designee of a portion Participant acting on behalf of a Holder) of the Series B Warrants may exercise Series B Warrants by delivering to the Warrant Shares hereunderAgent, not later than [5:00 P.M.], Eastern Standard Time, on any business day after the number Series B Exercise Date and before the Expiration Date a notice of exercise of the Series B Warrants to be exercised (i) in the form attached to the Global Warrant Shares and (ii) (A) payment to the Company of an amount equal to the applicable Aggregate Exercise Price in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Series B Warrant is being exercised pursuant to a Cashless Exercise. All other requirements for purchase hereunder at any given time may the exercise of a Series B Warrant shall be less than as set forth in the amount stated on the face hereofSeries B Warrant.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Subject to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a8.6, the Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), following which shall be irrevocable except as set forth in this Section 8.6(a). The redemption shall occur on the purchase Specified Redemption Date; provided, however, a Specified Redemption Date shall not occur until such later date as may be specified pursuant to any agreement with an Original Limited Partner. An Original Limited Partner may exercise a Redemption Right any time and any number of times. A Redeeming Partner may not exercise the Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the exercise of a portion Redemption Right hereunder and (ii) the issuance of a Share Amount pursuant to the exercise of a Redemption Right would violate the provisions of Section 5.2 of the Warrant Articles of Incorporation as a result of the ownership of such Shares hereunder, so acquired by such Original Limited Partner (the number of Warrant Shares available for purchase hereunder at any given time may in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the exercise of such Redemption Right to comply with the provisions of said Section 5.2 of the Articles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be less than in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the amount stated on which would be payable to such Redeeming Partner pursuant to Section 5.3 of the face hereofArticles of Incorporation if such Excess Shares were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Section 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any form of waiver or exemption thereunder.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A annexed hereto. Within three two Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebe required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two one Trading Days Day of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. The “Initial Exercise Date” shall mean the date registration statement on Form S-1 for the initial registration of the Common Stock is declared effective by the United State Security and Exchange Commission.

Exercise. (a) Exercise Subject to the provisions of Sections 4, 7 and 8, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be madeexercised at a price (the "Exercise Price") of $1.00 per share, in whole or in part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on June 30, 2002, unless extended by the Company's Board of Directors (the "Exercise Period"), at any time or times on or after during such period that the Initial Exercise Date and on or before the Termination Date by delivery Company's Registration Statement with respect to the Warrant Shares is effective and current. The Company shall promptly notify the Warrant Agent of the effectiveness of such Registration Statement, any suspension of effectiveness and of any such extension of the Exercise Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, (the "Corporate Office") or such other office or agency of the Company place as it may designate designated by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchases. Upon exercise of any Warrant Shares as of the Warrants represented hereby, close of business on the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exerciseddate. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares so issued set forth in Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the number of Warrants still outstanding hereunderexercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests in Warrant Shares issuable or deliverable on the event exercise of any dispute Warrant or discrepancyscrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Exercise Grid number of full Shares which shall be controlling and determinative in issuable on exercise thereof shall be computed on the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason basis of the provisions aggregate number of this Section 2(a)full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Company. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into a segregated account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for purchase hereunder the Company's use during the exercise periods. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any given time may as the absolute owner thereof for all purposes, and the Company shall not be less than affected by any notice to the amount stated contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the face hereofCommon Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.

Exercise. In order to exercise the Option with respect to any vested portion, the Optionee shall provide written notice (athe "Exercise Notice") Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other at its principal executive office or agency stating the number of shares in respect of which the Company as it may designate option is being exercised. The Exercise Notice must be signed by notice in writing to the registered Holder at the Optionee and must include his complete address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exerciseand social security number. If the Holder person exercising the Option is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure a transferee of the Company to pay Optionee by will or under the transfer agentlaws of descent and distribution, the Holder may deduct Exercise Notice must be accompanied by appropriate proof of the right of such sums it pays transferee to exercise this Option. At the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromtime of exercise, the Company), the Holder Optionee shall not be required to physically surrender this Warrant pay to the Company until the Holder has purchased all Purchase Price per share set forth on ATTACHMENT A to this Agreement times the number of vested shares as to which the Warrant Shares available hereunder and Option is being exercised. The Optionee shall make such payment (i) by certified check or (ii) if the Warrant has been Company so permits, in its sole discretion, by the delivery of shares of Common Stock having a Fair Market Value (defined below) on the date immediately preceding the exercise date equal to the aggregate Purchase Price. If the Option is exercised in full, in which case, the Holder Optionee shall surrender this Warrant Agreement to the Company at the Company's option for cancellation within two Trading Days of cancellation. If the date Option is exercised in part, the final Notice of Exercise is delivered Optionee shall surrender this Agreement to the Company. Partial exercises of , at the Company's option, so that the Company may make appropriate notation hereon or cancel this Warrant resulting in purchases of Agreement and issue a new agreement representing the unexercised portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedOption. The Holder and Option may not be exercised for less than 100 shares at a time or the Company remaining shares purchasable under the Option, if less than 100 shares. "Fair Market Value" shall maintain records showing mean (i) Market or other exchange on which the number of Warrant Shares purchased and Common Stock is traded; or (ii) if there is no reported price information for the date of such purchases. Upon exercise of any of the Warrants represented herebyCommon Stock, the Company shall deliver Fair Market Value as determined in good faith by the Board of Directors. If the shares to be purchased are covered by an effective registration statement under the Holder a warrant exercise grid in the form attached Securities Act of 1933, as Annex B hereto amended (the "Exercise GridAct"), the Option may be exercised by a broker-dealer acting on behalf of the Optionee if (a) the broker-dealer has received from the Optionee or the Company a fully and duly endorsed agreement evidencing such option, together with notations as instructions signed by the Optionee requesting the Company to deliver the shares of Common Stock subject to such option to the number broker-dealer on behalf of Warrants so exercisedthe Optionee and specifying the account into which such shares should be deposited, (b) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (c) the broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision. The Option shall be exercisable during the lifetime of the Optionee only by the Optionee. To the extent exercisable after the Optionee's death, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Option shall be controlling and determinative in exercised only by the absence of manifest error. The Holder by acceptance of this Warrant Optionee's representatives, executors, successors or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofbeneficiaries.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised during the Exercise Period by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at any time the principal office of the Company, or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Company as it may designate by notice in writing to the registered Holder at the address United States, of the Holder appearing on the books Purchase Price payable in respect of the Companynumber of Warrant Shares purchased upon such exercise. (b) of a duly executed copy The Registered Holder may, at its option, elect to pay some or all of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Purchase Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its payable upon an exercise of this Warrant resulting from any failure or alleged failure by canceling that number of Warrant Shares subject to this Warrant equal to the quotient determined by dividing (i) the total Purchase Price payable in respect of the Company number of Warrant Shares being purchased upon such exercise by (ii) the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to pay subsection 1(c) below (the transfer agent"Exercise Date"). 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 Holder may deduct such sums it pays the transfer agent from number of Warrant Shares so purchasable shall be equal to the total Exercise Price due. Notwithstanding anything herein to number of Warrant Shares, minus the contrary product obtained by multiplying (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of x) the total number of Warrant Shares available hereunder 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, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the 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 pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the effect Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of lowering record of the outstanding Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares purchasable hereunder 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 equal determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the applicable number date hereof) of Warrant Shares purchased. The Holder and like tenor, calling in the Company shall maintain records showing aggregate on the face or faces thereof for the number of Warrant Shares purchased and the date of such purchases. Upon exercise of equal (without giving effect to any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid"adjustment therein) with notations as to the number of Warrants so exercised, such shares called for on the face of this Warrant Shares so issued and minus the sum of (a) the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In shares purchased by the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Registered Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, upon such exercise plus (b) the number of Warrant Shares available for purchase hereunder at any given time may be less than (if any) covered by the amount stated on portion of this Warrant cancelled in payment of the face hereofPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Pre-funded Warrants may exercise Pre-funded Warrants by this delivering to the Warrant may Agent, not later than [5:00 P.M]., Eastern Standard Time, on any business day a notice of exercise of the Pre-funded Warrants to be made, exercised (i) in whole or in part, at any time or times on or after the Initial Exercise Date form attached to the Global Warrant and on or before the Termination Date by delivery (ii) (A) payment to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing Exercise Price multiplied by the number of Warrant Shares purchased and as to which the date Pre-funded Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of such purchasesimmediately available funds or (B) by notifying the Company that this Pre-funded Warrant is being exercised pursuant to a Cashless Exercise. Upon All other requirements for the exercise of any a Warrant shall be as set forth in the Pre-funded Warrant. Subject to the provisions of the Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Series A Warrants represented hereby, the Company shall deliver may exercise Series A Warrants by delivering to the Holder Warrant Agent, not later than [5:00 P.M.], Eastern Standard Time, on any business day before the Expiration Date a warrant notice of exercise grid of the Series A Warrants to be exercised (i) in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number Global Warrant and (ii) (A) payment to the Company of Warrants so exercised, an amount equal to the applicable Aggregate Exercise Price in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Series A Warrant Shares so issued and is being exercised pursuant to a Cashless Exercise. All other requirements for the number exercise of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid a Series A Warrant shall be controlling and determinative as set forth in the absence of manifest errorSeries A Warrant. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of Subject to the provisions of this Section 2(a)the Global Warrant, following the purchase a Holder (or a Participant or a designee of a portion Participant acting on behalf of a Holder) of the Series B Warrants may exercise Series B Warrants by delivering to the Warrant Shares hereunderAgent, not later than [5:00 P.M.], Eastern Standard Time, on any business day after the number Reset Date and before the Expiration Date a notice of exercise of the Series B Warrants to be exercised (i) in the form attached to the Global Warrant Shares and (ii) (A) payment to the Company of an amount equal to the applicable Aggregate Exercise Price in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Series B Warrant is being exercised pursuant to a Cashless Exercise. All other requirements for purchase hereunder at any given time may the exercise of a Series B Warrant shall be less than as set forth in the amount stated on the face hereofSeries B Warrant.

Exercise. Each Tag-along Stockholder shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Stockholders a notice (aa “Tag-along Notice”) Exercise stating its election to do so and specifying the number of its Company Shares it desires to Transfer in such Tag-along Sale (up to the maximum number it is permitted to Transfer pursuant to this Section 3.04) no later than twenty (20) days after receipt of the purchase rights represented Sale Notice (the “Tag-along Period”). The election by a Tag-along Stockholder set forth in its Tag-along Notice shall be irrevocable except as provided in this Warrant may Section 3.04(c), and such Tag-along Stockholder shall be madebound and obligated, and entitled, to Transfer such Company Shares in whole or in part, at any time or times the proposed Tag-along Sale on or after the Initial Exercise Date and on or before the Termination Date by delivery subject to the terms and conditions set forth in this Section 3.04. Each Tag-along Stockholder shall have the right to Transfer in a Tag-along Sale up to the same percentage of its Company (or such other office or agency Shares as the percentage of the Company as it may designate Shares held by notice the Selling Stockholders being Transferred in writing to such Tag-along Sale. For the registered Holder at the address avoidance of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaiddoubt, the Holder shall deliver if the aggregate Exercise Price for number of Company Shares that the shares specified Tag-along Participating Stockholders have elected to Transfer in the applicable Notice Tag-along Sale exceeds the number of Exercise by wire transfer or cashier's check drawn on a United States bankCompany Shares that the Proposed Transferee is willing to acquire, unless then the cashless exercise procedure specified in Section 2(c) below is specified number of Company Shares that each Tag-along Participating Stockholder will Transfer in the applicable Notice Tag-along Sale shall be proportionately reduced until the aggregate number of Exercise. If Company Shares that the Holder Tag-along Participating Stockholders will Transfer in such Tag-along Sale equals the number of Company Shares that the Proposed Transferee is required willing to make any payments acquire; provided, that in no event will the number of Company Shares that the Tag-along Stockholder is permitted to sell in the Company's stock transfer agent in connection with its exercise Tag-along Sale be reduced to less than the same percentage of this Warrant resulting from any failure or alleged failure such Tag-along Stockholder’s Company Shares as the percentage of the Company Shares held by the Selling Stockholders being Transferred in such Tag-along Sale. Notwithstanding the foregoing, if the terms of, or agreements for, a Tag-along Sale materially change from those provided in the Sale Notice or if the percentage of the Company Shares owned by the Selling Stockholders to pay be Transferred in the transfer agentTag-along Sale shall change from the percentage set forth in the Sale Notice, the Holder may deduct Selling Stockholders shall deliver to each Tag-along Stockholder (whether or not such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, Tag-along Stockholder has previously sent a timely Tag-along Notice) an updated Sale Notice reflecting such changes and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder each Tag-along Stockholder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder right, exercisable within ten (10) Business Days, to elect to participate in, change its participation in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of or withdraw its participation in such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofTag-along Sale.

Exercise. (a) Exercise of the purchase rights represented by this Warrant Warrants may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Exercise Date Effective Date, but not after the Expiration Date, upon the terms and on or before the Termination Date by delivery subject to the Company (or such other office or agency of conditions set forth herein and in the Company as it may designate by notice in writing applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the registered Holder at the address close of the Holder appearing business on the books Exercise Date, provided that the Warrant Certificate representing such Warrant, with the Exercise Form thereon duly executed by the Registered Holder thereof with such Registered Holder’s signature guaranteed, together with payment in cash or by bank or cashier’s check made payable to the order of the Company) , of a duly executed copy an amount in lawful money, of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount America equal to the applicable number of Exercise Price, has been received in good funds by the Warrant Shares purchasedAgent or the Company. The Holder and If received by the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebyCompany, the Company shall deliver the original Warrant Certificate and Exercise Form to the Holder Warrant Agent as soon as practicable. 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 warrant certificate or certificates for the Common Shares deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise grid of Warrants, the Warrant Agent shall promptly notify the Company in the form attached as Annex B hereto (the "Exercise Grid") with notations as to writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the Company’s bank account. (b) If any Warrants are exercised which exercise was solicited by a broker-dealer with whom the Company agreed in writing to pay a solicitation fee for exercise of the Warrant (a “Broker-Dealer”), then the soliciting Broker-Dealer shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of not less than six percent (6%) and not greater than ten percent (10%), the exact percentage to be determined by a separate agreement between the Company and the Broker-Dealer, of the aggregate price of the Warrants so exercised (the “Exercise Fee”); provided, that, at the time of exercise, (i) the market price of the Company’s Common Shares is equal to or greater than the Exercise Price, (ii) the Broker-Dealer is a member of the National Association of Securities Dealers, Inc., (iii) the Warrant Shares so issued is not held in a discretionary account, unless prior specific written approval for exercise has been received by the Broker-Dealer from its customer, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the number solicitation of the Warrant is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. Within five (5) days after the end of each month, the Warrant Agent will notify the Company of each Warrant Certificate which has been properly completed for exercise by holders of Warrants still outstanding hereunderduring the last month. The Warrant Agent will provide the Company with such information, in connection with the exercise of each Warrant, as the Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such noticereasonably request. In the event that an Exercise Fee is paid to a Broker-Dealer with respect to a Warrant which was not properly completed for exercise or in respect of which such Broker-Dealer is not entitled to an Exercise Fee, such Broker-Dealer will return such Exercise Fee to the Company. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any dispute Warrant or discrepancyWarrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be rounded up to the nearest whole figure. (d) Anything in this Section 4 notwithstanding, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission, and there shall be then effective, a registration statement under the 1933 Act covering the offer and sale of the Common Shares issuable upon exercise of such Warrant and such offer and sale of the Common Shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrant. (e) In addition, if it is required by law and upon instruction by the Company, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Warrant Agent will deliver to each Registered Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of a prospectus that complies with the provisions of this Section 2(a), following the purchase of a portion 5 of the 1933 Act and the Company agrees to supply the Warrant Shares hereunder, the Agent with a sufficient number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofprospectuses to effectuate that purpose.

Exercise. (a) Exercise of the purchase rights represented by this Each Class A Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the Registered Holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or before after the Termination Exercise Date by delivery to the Company (Warrant Agent shall deposit in a non-interest bearing account at Chase Manhattan Bank or such other office or agency bank as the Warrant Agent may designate, the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the Company as it may designate by notice in writing to the registered Holder at the address exercise of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoWarrants. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant toPromptly thereafter, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation any event within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and five days after the date of such purchasesnotice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the Warrants represented herebyfunds received, the Company Warrant Agent shall deliver to promptly remit the Holder a warrant exercise grid in payment received for the form attached as Annex B hereto Warrant (the "Exercise GridWarrant Proceeds") with notations as to the number Company or as the Company may direct in writing. (b) If, subsequent to , 1999 in respect of Warrants __________ the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrants, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and such member was designated in writing by the holder of such Warrant as having solicited such Warrant, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised, shall, on behalf of the Company, pay to Patterson from the proceeds receixxx xxxx exercise of the Warrant(s), a fee of 5% of the Purchase Price (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be Patterson). Within five days xxxxx xxercise, the Warrant Shares so issued Agent shall send Patterson a copy of the revexxx xxxx of each Warrant exercised. Patterson shall reimburse the Xxxxxxx Agent, upon request, for its reasonable expenses relating to compliance with this Section. In addition, Patterson and the number Company may at xxx time during business hours, examine the records of Warrants still outstanding hereunderthe Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph may not be modified, following amended or deleted without the purchase prior written consent of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofPatterson.

Exercise. (a) Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares” by vesting in accordance with the vesting schedule set forth in the Notice of Grant. The Option shall in all events terminate at the close of business on the tenth (10) anniversary of the date of this Agreement (the “Expiration Date”). Subject to other terms and conditions set forth herein, the Option may be exercised in cumulative installments in accordance with the vesting schedule set forth in the Notice of Grant, provided that you remain in the employ of or a service provider to the Company or its Subsidiaries until the applicable dates set forth therein. (b) Subject to the relevant provisions and limitations contained herein, in the Notice of Grant, and in the Plan, you may exercise the Option with respect to all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Agreement. No less than 1,000 Vested Shares may be purchased at any one time unless the number purchased is the total number of Vested Shares at that time purchasable under the Option. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. (c) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business. Exercise of the purchase rights represented by this Warrant may Option shall be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date made by delivery to the Company by you (or such other office or agency person entitled to exercise the Option as provided hereunder) of (i) an executed “Notice of Stock Option Exercise,” and (ii) payment of the aggregate purchase price for shares purchased pursuant to the exercise. (d) Payment of the Option Price may be made, subject to the approval of the Company as it may designate in the Company’s sole and absolute discretion, (i) in cash, by notice in writing certified or official bank check or by wire transfer of immediately available funds, (ii) by delivery to the registered Holder at the address of the Holder appearing on the books of the Company) Company of a duly executed copy number of the Notice shares of Exercise Form attached Stock having a Fair Market Value as Annex A hereto. Within three Trading Days following of the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments equal to the Company's stock transfer agent in connection with its exercise Option Price, (iii) by the delivery of this Warrant resulting from any failure a promissory note, or alleged failure of (iv) by net issue exercise, pursuant to which the Company will issue to pay you a number of shares of Stock as to which the transfer agentOption is exercised, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive less a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all number of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days shares with a Fair Market Value as of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount exercise equal to the applicable number Option Price. (e) If you are on leave of Warrant Shares purchased. absence for any reason, the Company may, in its sole discretion, determine that you will be considered to still be in the employ of or providing services for the Company, provided that rights to the Option will be limited to the extent to which those rights were earned or vested when the leave of absence began. (f) The Holder terms and provisions of the employment agreement, if any, between you and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of or any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto Subsidiary (the "Exercise Grid"“Employment Agreement”) with notations as that relate to or affect the number Option are incorporated herein by reference. Notwithstanding the foregoing provisions of Warrants so exercisedthis Section 2 or Section 3, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In in the event of any dispute conflict or discrepancy, inconsistency between the Exercise Grid shall be controlling terms and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions conditions of this Section 2(a), following 2 or Section 3 and the purchase of a portion terms and conditions of the Warrant Shares hereunderEmployment Agreement, the number terms and conditions of Warrant Shares available for purchase hereunder at any given time may the Employment Agreement shall be less than the amount stated on the face hereofcontrolling.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company) of a duly executed copy ); and, within 3 Trading Days of the date said Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following is delivered to the date of exercise as aforesaidCompany, the Holder Company shall deliver have received payment of the aggregate Exercise Price for of the shares specified in the applicable Notice of Exercise thereby purchased by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two 3 Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days 1 Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) The exercise price of the Common Stock under this Warrant shall be as follows, subject to adjustment hereunder (the “Exercise Price”): (i) For the period 4:01p.m. eastern time (“ET”) through 9:59p.m. ET on the Plan Closing Date, $0.40 per share for all or any portion of this Warrant exercised for cash; (ii) For the period 4:01p.m. ET through 9:59p.m. ET on the Plan Closing Date, $0.45 per share for all or any portion of this Warrant exercised through a Cashless Exercise; (iii) For the period beginning 10:00p.m. ET on the Plan Closing Date through 9:59p.m. ET on the Final Plan Date, $0.45 for all or any part of this Warrant exercised by a Holder who exercised at least 10% of all of such Holder’s warrants and options for cash at the Plan Closing Date; (iv) For the period beginning 10:00p.m. ET on the Plan Closing Date, $1.00 per share for any Holder that did not exercise at least 10% of all of such Holder’s warrants and options for cash at an exercise price of $0.40 per share at the Plan Closing Date; and (v) For the period beginning 10:00p.m. ET on the Final Plan Date, $1.00 per share for all or any portion of this Warrant that has not been exercised on or before 9:59p.m. ET on the Final Plan Date.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Warrant and this Agreement, a Warrant countersigned by this the Warrant Agent may be made, in whole or in part, at any time or times on or after exercised by the Initial Exercise Date and on or before the Termination Date Registered Holder thereof by delivery to the Company in the form attached hereto (“Notice of Exercise”). The aggregate Exercise Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) Trading Days of the delivery of Notice of Exercise in connection with a exercise of any Warrant, unless cashless exercise is used. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or such other office type of guarantee or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Companynotarization) of a duly executed copy any Notice of Exercise form be required. Upon delivery of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the Registered Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of exercise as aforesaid, delivery of the Holder shall deliver Warrant Shares; provided payment of the aggregate Exercise Price for the shares specified (other than in the applicable Notice case of Exercise by wire transfer or cashier's check drawn on a United States bank, unless Cashless Exercise) is received within three Trading Days of delivery of the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromcontrary, the Company), the Registered Holder shall not be required to physically surrender this its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available hereunder under the respective Warrant and the such Warrant has been exercised in full, in which case, the Registered Holder shall surrender this the Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In For purposes herein, “Trading Day” means (i) a day on which the event of any dispute Company’s primary Trading Market (as defined below) is open for business, or discrepancy(ii) if the Common Stock is not then listed or quoted for trading on a Trading Market, the Exercise Grid shall be controlling and determinative in the absence of manifest errora Business Day. The Registered Holder and any assignee, by acceptance of this Warrant or any transfereethe Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times on or after the 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 the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account 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 having received authorization from the Company, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice 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 any Warrant, 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 registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPurchase Price, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its bank account. (b) At any time upon the exercise of this any Warrants after one (1) year and one day from the date hereof, the Warrant resulting from any failure Agent shall, on a daily basis, within two business days after such exercise, notify the Underwriter, and its and their successors or alleged failure assigns, of the Company exercise of any such Warrants and shall, on a weekly basis (subject to pay collection of funds constituting the transfer agenttendered Purchase Price, but in no event later than five business days after the Holder may deduct last day of the calendar week in which such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein funds were tendered), remit to the contrary Underwriter (although so long as the Holder may surrender Underwriter solicited the exercise of such Warrant as indicated upon the Subscription Form attached to the Warrant to, and receive a replacement Warrant from, the CompanyCertificate tendered for exercise), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to seven percent (7%) of the applicable number Purchase Price of such Warrants being then exercised if written certification is received that (i) the Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and is exercised at least 12 months after the date of such purchases. Upon this Prospectus; (ii) the market price of the Common Stock on the date that the Warrant is exercised is greater than the exercise price of any the Warrants; (iii) the exercise of the Warrants represented herebywas solicited by a member of the National Association of Securities Dealers, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto Inc.; (the "Exercise Grid"iv) with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative is not held in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason a discretionary account; (v) disclosure of the provisions compensation arrangements is made at the time of this Section 2(a), following the purchase exercise of a portion the Warrant; (vi) the holder of the Warrant Shares hereunder, has stated in writing that the number of Warrant Shares available for purchase hereunder at any given time may be less than exercise was solicited and designated in writing the amount stated on the face hereof.soliciting broker-dealer; and

Exercise. (a) Exercise The Option shall be exercisable in full three years after the Grant Date. On each anniversary of the Grant Date, the Holder may purchase rights represented by this Warrant a cumulative installment of one third of the Option Shares, so that from and after the third anniversary of the Grant Date the Holder may purchase all of the Option Shares. The Option may be made, exercised in whole or in part, at any time or times on or after the Initial Exercise Date and option of Holder, on or before the Termination Expiration Date (hereinafter defined) by delivery delivering to the Company written notice of Holder's exercise (or such other office or agency "Exercise Notice") stating the amount of Option Shares to be purchased thereby, accompanied by a check ("Check") made payable to the order of the Company for the aggregate sum due for the Option Shares then being purchased. As soon as it may designate by notice practicable thereafter, and in writing to the registered Holder at the address of the Holder appearing on the books any event within ten (10) business days of the Company) of a duly executed copy 's receipt of the Exercise Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidand a Check, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. Each such certificate shall deliver bear the aggregate Exercise Price for the shares specified in the legend or legends required by applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of securities laws as well as such other legends the Company requires to pay the transfer agent, the be included on certificates for its Common Stock. Such certificate or certificates shall be deemed to have been issued and Holder may deduct or any other persons so designated to be named therein shall be deemed for all purposes to have become a holder of record of such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days shares as of the date the final Exercise Notice of Exercise is delivered to the Company. Partial exercises In the case of this Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise the Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face hereofremainder of the Option Shares.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 4 and 8 hereof and in the applicable Warrant Certificate). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account 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. If Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within three business days after such date, if any Warrants have been exercised, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice 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 and Class A Warrants Certificates, if applicable, deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any 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 registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidApplicable Purchase Price, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its bank account. (b) At any time upon the exercise of this any Warrants after the date hereof, the Warrant resulting from any failure Agent shall, on a daily basis, within two business days after such exercise, notify the Representatives or alleged failure their successors or assigns of the Company to pay the transfer agent, the Holder may deduct exercise of any such sums it pays the transfer agent Warrants and shall commencing one (1) year from the total Exercise Price due. Notwithstanding anything herein date hereof, on a weekly basis (subject to collection of funds constituting the tendered Applicable Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in Representatives an amount equal to 10% of the Exercise Price for each Warrant being then exercised which was solicited by the Representatives or one of the underwriters participating in this offering, unless the Representatives shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable number of state securities or "blue sky" laws, or the Warrants are those underlying the Representative's Warrants, in which event, the Warrant Shares purchased. The Holder Agent shall have to pay such amount to the Company; provided, that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 3(b) during any week that such amounts payable are less than $ 1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $ 1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall maintain records showing not be obligated to issue any fractional share interests or fractional warrant interests upon the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of the Warrants represented hereby, the Company fractional interests. Any fraction equal to or greater than one-half shall deliver be rounded up to the Holder a warrant exercise grid in next full share or Warrant, as the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedcase may be, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid fraction less than one-half shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofeliminated.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form attached as Annex A annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable . No ink-original Notice of Exercise. If the Holder is required to make Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Global Warrant and in accordance with the procedures of DTC, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery delivering to the Company Warrant Agent, (or such other office or agency i) not later than 5:00 P.M., Eastern Time, on any Business Day during the Exercise Period a notice of exercise of the Company as it may designate by notice Warrants to be exercised (A) in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form form attached as Annex A hereto. Within three to the Global Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) , (ii) within one (1) Trading Day following the delivery of the Election to Purchase, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (iii) within the earlier of (A) two (2) Trading Days and (B) the number of Trading Days comprising the Standard Settlement Period (as defined in the Global Warrant) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for each Warrant to be exercised (and, if applicable, any taxes or charges due in connection with the shares specified exercise of such Warrants), in lawful money of the applicable Notice United States of Exercise America by (A) certified or official bank check or wire transfer or cashier's check drawn on from a United States bankbank payable to the Warrant Agent or (B) payment to the Warrant Agent through the DTC system, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Companyapplicable. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and Notwithstanding anything herein to the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebycontrary, the Company Holder shall deliver not be required to physically surrender the Global Warrant to the Warrant Agent until the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion has purchased all of the Warrant Shares hereunderavailable hereunder and the Global Warrant has been exercised in full, in which case, the number Holder shall surrender the Global Warrant to the Company for cancellation within three (3) Trading Days of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated date on which the face hereoffinal Election to Purchase is delivered to the Company.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached annexed hereto sent by facsimile or as Annex A heretoa scanned e-mail attachment to the e-mail address provided by the Company to the Holder. No notarization, medallion stamp guarantee, guarantee or other requirement shall be required of the Holder to effect exercises of the Warrant hereunder. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times after the Warrant is detached from the Unit and is separately traded, (the Initial Exercise Date), but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the Warrant Certificate. The Warrants shall be exercisable during such period on each business day that an applicable registration statement with respect to the Common Stock issuable upon exercise is effective. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Initial Exercise Date Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and on or before the Termination Date by delivery to shall notify the Company (or such other office or agency in writing of the Company as it may designate by notice in writing to the registered Holder at the address exercise of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoWarrants. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant toPromptly following, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation any event within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and five days after the date of such purchasesnotice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder); provided, however, that prior to the date of issuance of such certificates the Warrant Agent shall verify clearance of the checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the Warrants represented herebyfunds received, the Company Warrant Agent shall deliver to promptly remit the Holder a warrant exercise grid in payment received for the form attached as Annex B hereto Warrant (the "Exercise GridWarrant Proceeds") with notations as to the number of Warrants so exercised, Company or as the Warrant Shares so issued and the number of Warrants still outstanding hereunderCompany may direct in writing. The Company shall deliver may at any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In time during business hours, examine the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion records of the Warrant Shares hereunderAgent, including its ledger of original Warrant Certificates returned to the number Warrant Agent upon exercise of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofWarrants.

Exercise. If Tenant elects to renew this Lease for the Renewal Term, Tenant shall exercise such Renewal Option by sending to Landlord written notice thereof (a “Renewal Notice”), by certified mail, return receipt requested, no later than January 1, 2015, and time shall be of the essence with respect to the giving of the Renewal Notice. If Tenant shall send the Renewal Notice within the time and in the manner herein provided, this Lease shall be deemed renewed for the Renewal Term upon the terms, covenants and conditions in this Lease contained, with the exception of (a) Exercise the Fixed Rent or Rent Credit and (b) the Premises shall continue to be leased for such Renewal Term in “as is, where is” condition, subject to Landlord’s ongoing maintenance and repair obligations pursuant to Section 6.1 hereof. Tenant acknowledges that the terms and provisions of the purchase rights represented by this Warrant may Lease during the Renewal Term shall: (i) not include a Rent Credit or any other free rent, rent abatement or Landlord’s Contribution, or Landlord’s work-allowance or contribution of any nature, or Landlord’s alterations or work; (ii) provide for the payment of Fixed Rent in the amounts and at the rate set forth in Section 32.3 below; (iii) be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency a lease of the Company entire Premises as it constituted as of December 3, 2015, which may designate by notice in writing to or may not include the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached Expansion Space as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified defined in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to33.1 hereof), and receive a replacement Warrant from(iv) be in an “as is, the Company)where is” condition, the Holder subject to Landlord’s ongoing maintenance and repair obligations pursuant to Section 6.1 hereof. The Base Operating Expenses and Base Taxes shall not be required to physically surrender deemed modified during the Renewal Term from the definitions set forth in this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofLease.

Exercise. (ai) Exercise of the purchase rights represented by this A Managing Underwriters' Warrant Holder may be madeexercise a Managing Underwriters' Warrant, in whole or in part, at any time to purchase Underlying Shares or times on Underlying Warrants, or after both, in such amounts as may be elected upon surrender of such Managing Underwriters' Warrant Certificate with the Initial Exercise Date and on or before the Termination Date by delivery subscription form thereon duly executed, to the Company (at its corporate office at 10 Ixxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000, xxgether with the full Underlying Share Purchase Price for each Underlying Share to be purchased and the full Underlying Warrant Purchase Price for each Underlying Warrant to be purchased, in lawful money of the United States, or such other office by certified check or agency bank draft payable in United States Dollars to the order of the Company as it may designate by notice in writing and upon compliance with and subject to the registered conditions set forth herein. (ii) Upon receipt of a Managing Underwriters' Warrant Certificate with the subscription form thereon duly executed and accompanied by payment of the Underlying Share Purchase Price for the number of Underlying Shares and/or the Underlying Warrant Purchase Price for the number of Underlying Warrants for which such Managing Underwriters' Warrant is then being exercised, the Company, subject to (iii) In case a Managing Underwriters' Warrant Holder shall exercise a Managing Underwriters' Warrant with respect to less than all of the Underlying Shares and/or Underlying Warrants that may be purchased pursuant to such Managing Underwriters' Warrant, the Company will execute a new Managing Underwriters' Warrant Certificate, as represented by a warrant certificate substantially in the form attached hereto as Exhibit A, exercisable for the balance of the Underlying Shares and/or Underlying Warrants that may be purchased upon exercise of such Managing Underwriters' Warrant and deliver such new Managing Underwriters' Warrant Certificate to the Managing Underwriters' Warrant Holder. Managing Underwriters' Warrant Certificates shall be executed on behalf of the Company by the Company's Chairman of the Board, President or any Vice President and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. (iv) A Managing Underwriters' Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, and the person entitled to receive Underlying Shares and/or Underlying Warrants and any Managing Underwriters' Warrant Certificate representing the unexercised portion of such Managing Underwriters' Warrant deliverable upon such exercise shall be treated for all purposes as the holder of such Underlying Shares, Underlying Warrants and unexercised Managing Underwriters' Warrant upon such exercise as of the close of business on the Exercise Date. (v) The Company covenants and agrees that it will pay when due and payable any and all taxes that may be payable in respect of the issue of this Managing Underwriters' Warrant or the issue of any Underlying Securities. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer of a Managing Underwriters' Warrant or of any Underlying Security to a person other than the Managing Underwriters' Warrant Holder at the address time of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant tosurrender, and receive a replacement Warrant fromuntil the payment of such tax, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of issue such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofUnderlying Security.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding 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 name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is 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 any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion second anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may only be exercised for purchase of whole shares of Common Stock. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Registered Holders thereof, either in full or from time to time in part. Warrants may be exercised upon surrender to the Company at the principal office of the Warrant Agent, of the certificate or certificates evidencing the Warrants to be exercised (except as otherwise provided herein), together with the form of election to purchase on the reverse thereof duly filled in and signed and upon payment to the Warrant Agent for the account of the Company of the purchase price for the number of shares of Common Stock issuable on exercise of the Warrants then being exercised. Payment of the aggregate purchase price shall be made in cash or by certified or official bank check. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or before after the Termination Date by delivery to Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company (or such other office or agency in writing of the Company as it may designate by notice in writing to the registered Holder at the address exercise of the Holder appearing Warrants. Promptly following, and in any event within five (5) business days after the date of such notice from the Warrant Agent, the Warrant Agent, on the books behalf of the Company) of , shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a duly executed copy certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise as aforesaidof any Warrant and clearance of the funds received, the Holder Warrant Agent shall deliver promptly remit the aggregate Exercise Price payment received for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to or as the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting may direct in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofwriting.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached annexed hereto sent by facsimile or as Annex A heretoa scanned e-mail attachment to the e-mail address provided by the Company to the Holder and no notarization, medallion stamp guarantee, guarantee or other requirement shall be required of the Holder to effect exercises of the Warrant hereunder. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A annexed hereto. Within three two Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebe required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two one Trading Days Day of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form attached as Annex A in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is permitted and is specified in the applicable Notice of Exercise. If ; provided, however, in the event that the Holder is required to make any payments to has not delivered such aggregate Exercise Price within three (3) Trading Days following the Company's stock transfer agent in connection with its date of such exercise of this Warrant resulting from any failure or alleged failure of as aforesaid, the Company shall not be obligated to pay the transfer agentdeliver such Warrant Shares hereunder until such payment is made. No ink-original Notice of Exercise shall be required, the Holder may deduct such sums it pays the transfer agent from the total nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading (2) Business Days of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant may one or whole number multiples thereof can be made, in whole or in part, exercised commencing at any time or times on or after the Initial Warrant Exercise Date Date, but not after the Warrant Exercise Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by certified check made payable to the Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price, together with any and all applicable taxes due in connection with the exercise thereof, 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 before after the Termination Date by delivery to Exercise Date, the Company (or such other office or agency Warrant Agent on behalf of the Company as it may designate by notice 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 any Warrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by certified check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPurchase Price, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agentbank account. In addition, the Holder may deduct if such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder Warrants shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has have been exercised in full, in which case, the Holder Warrant Agent shall surrender this deliver to such person a new countersigned Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of shares as to which such Warrant Shares purchased and shall not have been exercised. Notwithstanding the date of such purchases. Upon exercise of any of the Warrants represented herebyforegoing, the Company shall not be obligated to deliver any securities pursuant to the Holder exercise of a warrant exercise grid in Warrant unless a registration statement under the form attached as Annex B hereto (the "Exercise Grid") Securities Act with notations as respect to the number of such securities is effective. Warrants so may not be exercised, the Warrant Shares so or securities issued and the number of Warrants still outstanding hereunder. to, any Registered Holder in any state in which such exercise would be unlawful. (b) The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests or fractional warrant interests upon the event exercise of any dispute Warrant or discrepancyWarrants, the Exercise Grid nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be controlling rounded up to the next full share or Warrant, as the case may be, and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be fraction less than the amount stated on the face hereofone-half shall be eliminated.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after August 21, 1998 and prior to 5:00 P.M., Eastern Standard Time on December 31, 1998, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding 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 name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is 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 any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) may issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion third anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. Landlord hereby grants to Tenant one (a1) Exercise option (referred to herein as "Option") to renew and extend the term of this Lease for a term of five (5) years for such Option (such five-year term for an Option is referred to herein as the "Option Term"). The Option must be exercised by written notice ("Option Notice") received by Landlord no later than that date which is six (6) months prior to the expiration of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoLease Term. Within three Trading Days following the date of exercise as aforesaidFurthermore, the Holder Option shall deliver not be deemed to be properly exercised if Tenant is prohibited from exercising the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer Option pursuant to subparagraphs (i) or cashier's check drawn on a United States bank(ii), unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercisebelow. If the Holder Option is required not properly exercised within the Option Notice period in the manner prescribed herein, it shall expire and be of no further force and effect. Time is of the essence. Tenant may not revoke the election of an Option once Tenant makes an election to make exercise such Option. Provided that Tenant has properly exercised an Option, the term of the Lease shall be extended for the Option Term, and all terms, covenants and conditions of the Lease shall remain unmodified and in full force and effect, except that the Base Rent shall be modified as set forth in Paragraphs 2.3(b), (c) and (d), below. (i) If Tenant is in default under any payments provision of this Lease, then Tenant may not exercise the Option; provided however if Tenant's default is due to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company fact that Tenant has failed to pay a monetary amount due under the transfer agentLease, then the Holder Option may deduct not be exercised until such sums it pays monetary amount is paid before the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant toOption Notice period expires, and receive if such default is the result of Tenant's failure to perform a replacement Warrant fromnon-monetary obligation and Tenant has received written notice of such default, then Tenant may only exercise the Company), Option if Tenant properly cures such non-monetary default within the Holder stated cure period before the Option Notice period expires. The period of time within which the Option may be exercised shall not be required extended or enlarged by reason of Tenant's inability to physically surrender exercise such Option because of Tenant's default. (ii) The Option granted to Tenant in this Warrant Lease is personal to Tenant and may not be exercised or assigned, voluntarily or involuntarily, by or to any person or entity other than the Company until named Tenant in Article One of this Lease; provided, however, that this Option right along with the Holder has purchased Lease may be assigned to a consented to or permitted assignee or sublessee under Article 9 of the Lease. The Tenant shall remain liable for the performance of all of the Warrant Shares available hereunder Lease terms and obligations during the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedOption Term. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver Option herein granted to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection Tenant is not assignable to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling person separate and determinative in the absence of manifest error. The Holder by acceptance of apart from this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofLease.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times on or after the 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 the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company of an amount in lawful money of the United States of America equal to the applicable Purchase Price, have been received 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 three (3) business days after such date, the Warrant Agent, on or before behalf of the Termination Date by delivery 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 any 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 Section 4(b) hereof, shall cause all payments in cash or such other office or agency by check made payable to the order of the Company as it may designate by notice in writing to the registered Holder at the address respect of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Purchase Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure bank account or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises . (b) At any time upon the exercise of this any Warrants after the Initial Warrant resulting in purchases of Exercise Date, the Warrant Agent shall, on a portion daily basis, within two business days after such exercise, notify the Underwriter, its successors or assigns of the total number exercise of Warrant Shares available hereunder shall have any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the effect tendered Purchase Price, but in no event later than five business days after the last day of lowering the outstanding number calendar week in which such funds were tendered), for services rendered by the Underwriter to the Registered Holders of Warrant Shares purchasable hereunder in the Warrants then being exercised, remit to the Underwriter an amount equal to five percent (5%) of the Purchase Price of such Warrants then being exercised unless the Underwriter shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the NASD or applicable number of state securities or "blue sky" laws; provided, that, the Warrant Shares purchased. The Holder Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall maintain records showing not be obligated to issue any fractional share interests or fractional warrant interests upon the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of the Warrants represented hereby, the Company fractional interests. Any fractional interest shall deliver be eliminated by rounding any fraction up to the Holder a warrant exercise grid in next full share or Warrant, as the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedcase may be, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancyother securities, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant properties or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofrights.

Exercise. (a) Exercise of Subject to the purchase rights represented terms hereof, the Warrants, evidenced by this Warrant Certificate, may be made, exercised at the Exercise Price in whole or in part, part and at any time or times during the period (the "Exercise Period") commencing on or after the Initial date hereof and terminating at the close of business on June 30, 2004 (the "Expiration Date"). The Exercise Date and Period may be extended by the Company's Board of Directors in its sole discretion. A Warrant shall be deemed to have been exercised immediately prior to the close of business on or before the Termination Date by delivery date (the "Exercise Date") of the surrender to the Company (or such other office or agency at its principal offices of this Warrant Certificate with the Company as it may designate exercise form attached hereto executed by notice in writing to the registered Registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise and accompanied by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments payment to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable aggregate Exercise Price, in lawful money of the United States of America. The person entitled to receive the Shares issuable upon exercise of a Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of Warrant full Shares purchasedwhich shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and contrary. The Warrants shall not entitle the date of such purchases. Upon exercise of Registered Holder thereof to any of the rights of shareholders or to any dividend declared on the Shares unless the Registered Holder shall have exercised the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, and thereby purchased the Warrant Shares so issued and prior to the number record date for the determination of Warrants still outstanding hereunder. The Company shall deliver any objection holders of Shares entitled to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute dividend or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofother right.

Exercise. (a) Exercise of Subject to the purchase rights represented terms hereof, the Warrants evidenced by this Warrant Certificate may be made, exercised at the Exercise Price in whole or in part, part at any time or times during the period (the "Exercise Period") commencing on or after June 18, 1997 and terminating at 5:00 p.m., Central standard time, on April 30, 2002 (the Initial "Expiration Date"). The Exercise Date and Period may be extended by the Company's Board of Directors. A Warrant shall be deemed to have been exercised immediately prior to the close of business on or before the Termination Date by delivery date (the "Exercise Date") of the surrender to the Company (or such other office or agency at its principal offices of this Warrant Certificate with the Company as it may designate exercise form attached hereto completed and executed by notice in writing the Registered Holder and accompanied by payment to the registered Holder at the address Company, in cash or by check (which shall be accepted subject to collection), of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver an amount equal to the aggregate Exercise Price for the shares specified Warrants being exercised, in lawful money of Canada. The person entitled to receive the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its Shares issuable upon exercise of this a Warrant resulting from any failure or alleged failure Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required obligated to physically surrender this issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Promptly, and in any event within ten business days after the Exercise Date, the Company until the Holder has purchased all of the Warrant Shares available hereunder shall cause to be issued and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of person or persons entitled to receive the same, a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing certificate or certificates for the number of Warrant Shares purchased deliverable on such exercise. The Company may deem and treat the date of such purchases. Upon exercise of any Registered Holder of the Warrants represented herebyat any time as the absolute owner thereof for all purposes, and the Company shall deliver not be affected by any notice to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereundercontrary. The Company Warrants shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In not entitle the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.Registered

Exercise. (a) Exercise Charitable Benefit Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, exercised only by an Approved Qualified Charitable Organization (as set forth on the listing of such organizations described in whole or in part, Section 9 hereof) which is the Registered Holder thereof commencing at any time or times in part from time to time, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Charitable Benefit Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the close of business on the Exercise Date. If Charitable Benefit Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Approved Qualified Charitable Organization Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Initial Exercise Date and on in any event within five business days after such date, if one or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has more Charitable Benefit Warrants have been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so 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 any one or more Charitable Benefit Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of Warrants still outstanding hereunder. securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments or other amounts in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the Company's bank account. (b) The Company shall deliver any objection to any Notice not issue fractional shares on the exercise of Exercise Form within two Trading Days of delivery of such noticeCharitable Benefit Warrants. In the event of any dispute If one or discrepancy, the Exercise Grid more Charitable Benefit Warrants shall be controlling and determinative presented for exercise in full at the absence of manifest error. The Holder same time by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereundersame Approved Qualified Charitable Organization Registered Holder, the number of Warrant Shares available for purchase hereunder at any given time may whole shares which shall be less than the amount stated issuable upon such exercise thereof shall be computed on the face hereofbasis of the aggregate number of shares purchasable on exercise of the Charitable Benefit Warrants so presented and any fraction of a share shall be rounded up to the next whole share.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times on or after the 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 the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account 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. If Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice 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 any one or more Warrants, the Warrant Agent shall promptly notify the Company and the Representative 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 registered Holder at the address of the Holder appearing on the books order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) If at the time of exercise of any Warrant commencing one year after the date of issuance (i) the market price of the Company's Common Stock is equal to or greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant is solicited by the Representative or another broker-dealer who is at such time 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 exercise of the Warrant is not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), then the Representative shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised a fee (the "Exercise Fee") of a duly executed copy ten percent (10%) of the Notice aggregate Purchase Price of Exercise Form attached as Annex A hereto. Within three Trading Days the Warrants so exercised commencing in the second year following the date of exercise as aforesaidissuance. Anything to the contrary in the foregoing notwithstanding, no Exercise Fee with respect to any Warrants exercised shall be payable to the Representative if the payment of the Exercise Fee with respect to such Warrants would be in violation of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the NASD or applicable state securities or "blue sky" laws, or the Warrants are Common Stock Warrants underlying the Representative's Warrants. The procedures for payment of the warrant solicitation fee are set forth in Section 5(c) below. (1) Within ten (10) days after the last day of each month commencing with _______________ , 1997, the Holder 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 Company and Warrant Agent shall deliver determine, in their sole and absolute discretion, whether a Warrant Certificate has been properly completed. The Warrant Agent will provide the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent Representative with such information in connection with its the exercise of this each Warrant resulting as the Representative shall reasonably request. (2) The Company hereby authorizes and instructs the Warrant Agent to deliver to the Representative the Exercise Fee promptly after receipt by the Warrant Agent from any failure or alleged failure the Company of a check payable to the order of the Representative in the amount of the Exercise Fee. In the event that an Exercise Fee is paid to the Representative with respect to a Warrant which the Company or the Warrant Agent determines is not properly completed for exercise or in respect of which the Representative is not entitled to pay the transfer agentan Exercise Fee, the Holder may deduct Representative will be instructed by the Warrant Agent to return such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein Fee to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder Agent which shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered forthwith return such fee to the Company. Partial exercises of this Warrant resulting in purchases of a portion of While the total number of Warrant Shares available hereunder shall have Warrants are outstanding, the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder Representative and the Company shall maintain may at any time during business hours, examine the records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunderAgent, including its ledger of original Warrant certificates returned to the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.Agent upon exercise of

Exercise. (a) Exercise Subject to the provisions of Article V, each of the purchase rights represented by this Warrant --------- Warrants may be madeexercised by the applicable Purchaser, or such Purchaser's successor Holders, at any time or from time to time after the Closing Date and prior to 12:00 p.m. midnight (Dallas, Texas time) on the tenth (10th) anniversary of the Closing Date; provided, however, -------- ------- that as a condition to the expiration of any Warrant exercise rights, the Company shall be required to give each Holder not more than ninety (90) and not less than sixty (60) days' prior written notice of such expiration. Each of the Warrants may be exercised on any day that is a Business Day, for all or any part of the number of Issuable Warrant Shares purchasable upon its exercise. In order to exercise any Warrant, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Holder will deliver to the Company at the address designated by the Company pursuant to Section 10.06, (i) a ------------- written notice of such Holder's election to exercise its Warrant, which notice will specify the number of Issuable Warrant Shares to be purchased pursuant to such exercise, (ii) payment of the Exercise Price, in an amount equal to the aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (iii) the Warrant. Such notice will be substantially in the form of the Subscription Form appearing at the end of the Warrants. Upon the receipt of such notice, the Company will, as promptly as practicable, and in any event within three (3) Business Days, execute, or cause to be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Agreement. The certificate or certificates so delivered will be in such denominations as may be specified in such notice or by such Holder and will be registered in the name of such Holder, or such other office name as designated in such notice or agency by such Holder. A Warrant will be deemed to have been exercised, such certificate or certificates will be deemed to have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become a holder of record of shares for all purposes, as of the Company as it may designate by notice in writing to the registered Holder at the address date that payment of the Holder appearing on Exercise Price and the books of applicable Warrant are received by the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullpart, in which case, the Holder shall surrender this Warrant to then the Company for cancellation within two Trading Days of will, at the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days time of delivery of such notice. In certificate or certificates, deliver to such Holder a new Warrant evidencing the event rights of such Holder to purchase a number of Issuable Warrant Shares with respect to which the Warrant has not been exercised, which new Warrant will, in all other respects, be identical with the Warrants, or, with the consent of such Holder, appropriate notation may be made on the Warrant and the Warrant returned to such Holder. (b) Payment of the Exercise Price will be made, at the option of the Holder, (i) in cash, (ii) by certified or official bank check, (iii) by cancellation of any dispute debt owed by the Company to the Holder or discrepancy(iv) by cancellation of Warrant Shares, valued at Fair Market Value. If the Exercise Grid shall Holder surrenders a combination of cash or cancellation of any debt owed by the Company to the Holder or Warrant Shares, then the Holder will specify the respective number of shares of Common Stock to be controlling purchased with each form of consideration, and determinative the foregoing provisions will be applied to each form of consideration with the same effect as if the Warrant were being separately exercised with respect to each form of consideration; provided, however, that a Holder may designate -------- ------- that any cash to be remitted to a Holder in payment of debt be applied, together with other monies, to the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason exercise of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available being exercised for purchase hereunder at any given time may be less than the amount stated on the face hereofcash.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Warrant Exercise Date, but not after the 7 Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provision 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 the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account 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. If Warrants in denominations other than two or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if two or more Warrants have been exercised, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice 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 any two or more 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 registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPurchase Price, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its bank account. 8 (b) At any time upon the exercise of this any two or more Warrants after the date hereof, the Warrant resulting from any failure Agent shall, on a daily basis, within two business days after such exercise, notify the Representatives, their successors or alleged failure assigns of the Company exercise of any such Warrants and shall, on a weekly basis (subject to pay collection of funds constituting the transfer agenttendered Purchase Price, but in no event later than five business days after the Holder may deduct last day of the calendar week in which such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein funds were tendered), remit to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in Representatives an amount equal to $.40 for each Warrant being then exercised unless the Representatives shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended, (the 'Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable number of state securities or "blue sky" laws, or the Warrants are those underlying the Representatives' Warrants in which event, the Warrant Shares purchased. The Holder Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall maintain records showing not be obligated to issue any fractional share interests or fractional warrant interests upon the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of the Warrants represented hereby, the Company fractional interests. Any fraction equal to or greater than one-half shall deliver be rounded up to the Holder a warrant exercise grid in next full share or Warrant, as the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedcase may be, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid fraction less than one-half shall be controlling and determinative in the absence of manifest erroreliminated. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.9

Exercise. (a) Exercise of the purchase rights represented by this Warrant Warrants may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Exercise Date Effective Date, but not after the Expiration Date, upon the terms and on or before the Termination Date by delivery subject to the Company (or such other office or agency of conditions set forth herein and in the Company as it may designate by notice in writing applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the registered Holder at the address close of the Holder appearing business on the books Exercise Date, provided that the Warrant Certificate representing such Warrant, with the Exercise Form thereon duly executed by the Registered Holder thereof with such Registered Holder’s signature guaranteed, together with payment in cash or by bank or cashier’s check made payable to the order of the Company) , of a duly executed copy an amount in lawful money, of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount America equal to the applicable number of Exercise Price, has been received in good funds by the Warrant Shares purchasedAgent or the Company. The Holder and If received by the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebyCompany, the Company shall deliver the original Warrant Certificate and Exercise Form to the Holder Warrant Agent as soon as practicable. 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 warrant certificate or certificates for the Common Shares deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise grid of Warrants, the Warrant Agent shall promptly notify the Company in the form attached as Annex B hereto (the "Exercise Grid") with notations as to writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the Company’s bank account. (b) If any Warrants are exercised which exercise was solicited by a broker-dealer with whom the Company agreed in writing to pay a solicitation fee for exercise of the Warrant (a “Broker-Dealer”), then the soliciting Broker-Dealer shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of not less than six percent (6%) and not greater than ten percent (10%), the exact percentage to be determined by a separate agreement between the Company and the Broker-Dealer, of the aggregate price of the Warrants so exercised (the “Exercise Fee”); provided, that, at the time of exercise, (i) the market price of the Company’s Common Shares is equal to or greater than the Exercise Price, (ii) the Broker-Dealer is a member of Financial Industry Regulation Authority, Inc. (iii) the Warrant Shares so issued is not held in a discretionary account, unless prior specific written approval for exercise has been received by the Broker-Dealer from its customer, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the number solicitation of the Warrant is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. Within five (5) days after the end of each month, the Warrant Agent will notify the Company of each Warrant Certificate which has been properly completed for exercise by holders of Warrants still outstanding hereunderduring the last month. The Warrant Agent will provide the Company with such information, in connection with the exercise of each Warrant, as the Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such noticereasonably request. In the event that an Exercise Fee is paid to a Broker-Dealer with respect to a Warrant which was not properly completed for exercise or in respect of which such Broker-Dealer is not entitled to an Exercise Fee, such Broker-Dealer will return such Exercise Fee to the Company. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any dispute Warrant or discrepancyWarrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be rounded up to the nearest whole figure. (d) Anything in this Section 4 notwithstanding, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission, and there shall be then effective, a registration statement under the 1933 Act covering the offer and sale of the Common Shares issuable upon exercise of such Warrant and such offer and sale of the Common Shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrant. (e) In addition, if it is required by law and upon instruction by the Company, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Warrant Agent will deliver to each Registered Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of a prospectus that complies with the provisions of this Section 2(a), following the purchase of a portion 5 of the 1933 Act and the Company agrees to supply the Warrant Shares hereunder, the Agent with a sufficient number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofprospectuses to effectuate that purpose.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery via email to the Company at gxxxxxxxx@xxxx.xxx0.xxx and to the registered office provider of the Company at kxx.xxxxx@xxxxxxxxxxx.xxx (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the CompanyCompany and the Depositary) of a duly executed scanned copy of the Notice of Exercise Form attached as Annex A in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares Warrant ADSs specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bankbank or, unless if available, pursuant to the cashless exercise procedure specified in Section 2(c) below is if specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares ADSs available hereunder shall have the effect of lowering the outstanding number of Warrant Shares ADSs purchasable hereunder in an amount equal to the applicable number of Warrant Shares ADSs purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares ADSs purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading (2) Business Days of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares ADSs hereunder, the number of Warrant Shares ADSs available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (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 ‎3.06, at an exercise price equal to (for the avoidance of doubt, whether or not such Warrant is exercised during the Bonus Share Period) $33.00 per Warrant, payable only in cash (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 by issuance of a press release of the purchase rights represented by this Bonus Share Expiration Date (and will give notice thereof to the Warrant may be madeAgent) (i) at least 20 Business Days prior to such date, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency case of the Company as it may designate by notice setting a Bonus Share Expiration Date and (ii) prior to market open on the Bonus Share Expiration Date in writing to the registered Holder at the address case of the Holder appearing on the books occurrence of the 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 Depositary (or, as may be agreed from time to time between the Calculation Agent and the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified Calculation Agent) in accordance with this Agreement; and provided further, however, that in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of event the Company to pay the transfer agent, the Holder may deduct disagrees in good faith with any such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromcalculation, the Company)’s calculation shall be determinative and final and binding on the Warrant Agent, the Holder 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 Agent’s other book-entry procedures shall not be required determined by the Warrant Agent (or, as may be agreed from time to physically surrender time between the Calculation Agent and the Company, the Calculation Agent) in accordance with this Warrant to Agreement; and provided further, however, that in the event the Company until disagrees in good faith with any such calculation, the Holder has purchased all of Company’s calculation shall be determinative and final and binding on the Warrant Shares available hereunder Agent, the Calculation Agent and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofHolders.

Exercise. (a) Exercise Record Date Stockholders may acquire shares of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date Common Stock by delivery to the Company (or such other office or agency of the Company Agent as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer Prospectus of: (i) a properly completed and duly executed Subscription Certificate and a money order or cashier's check or bank draft drawn on a bank or branch located in the United States bankand payable to “DST Systems, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Inc.” for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder shares of Common Stock subscribed for pursuant to the Primary Subscription and the Company shall maintain records showing Over-Subscription Privilege multiplied by the number Estimated Subscription Price, or (ii) a Notice of Warrant Shares purchased Guaranteed Delivery guaranteeing delivery of (x) a properly completed and the date of such purchases. Upon exercise of any of the Warrants represented herebyduly executed Subscription Certificate, the Company shall deliver to the Holder and (y) a warrant exercise grid money order or check or bank draft drawn on a bank or branch located in the form attached as Annex B hereto (the "Exercise Grid") with notations as United States and payable to “DST Systems, Inc.” for an amount equal to the number of Warrants so exercisedshares of Common Stock subscribed for pursuant to the Primary Subscription and the Over-Subscription Privilege multiplied by the Estimated Subscription Price (which certificate and full payment must then be delivered by the close of business on the third Business Day after the Expiration Date or, if the Offering is extended, by the close of business two Business Days after the extended Expiration Date). Payment must be made in U.S. dollars. For the purposes of the Prospectus and this Agreement, “Business Day” means any day on which trading is conducted on the NASDAQ Capital Market. (b) Because Record Date Stockholders are only required to pay the Estimated Subscription Price per share to exercise their Rights pursuant to the Offering and the Subscription Price may be higher or lower than the Estimated Subscription Price, and because Record Date Stockholders may not receive all the shares for which they subscribe pursuant to the Over-Subscription Privilege, Record Date Stockholders may receive a refund or be required to pay an additional amount equal to the difference between the Estimated Subscription Price and the Subscription Price, multiplied by the total number of shares for which they have subscribed and been issued, including pursuant to the Over-Subscription Privilege. (c) Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 p.m., New York time, on such date as the Company shall designate to the Agent in writing (the “Expiration Date”). For the purpose of determining the time of the exercise of any Rights, delivery of any materials to the Agent shall be deemed to occur when such materials are received at the Full Service Department of the Agent specified in the Prospectus. (d) Within ten Business Days following the Expiration Date (the “Confirmation Date”), the Warrant Shares so issued and Agent shall send to each exercising Record Date Stockholder (or, if rights are held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee) a confirmation showing: (i) the number of Warrants still outstanding hereunder. The Company shall deliver any objection shares purchased pursuant to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancyPrimary Subscription, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, (ii) the number of Warrant Shares available shares, if any, acquired pursuant to the Over-Subscription Privilege, (iii) the per share and total purchase price for purchase hereunder at such shares, and (iv) any given time may excess to be less refunded by the Company to such Record Date Stockholder, along with a letter explaining the allocation of shares of Common Stock pursuant to the Over-Subscription Privilege. (e) Any additional payment required from an exercising Record Date Stockholder must be received by the Agent within ten Business Days after the Confirmation Date in order to receive all the shares of Common Stock subscribed for pursuant to the exercise of the Rights. Any excess payment to be refunded by the Company to an exercising Record Date Stockholder will be mailed by the Agent as promptly as practicable after the Confirmation Date and, in no event, later than ten Business Days after the amount stated Confirmation Date. No interest will be paid on any amounts refunded. If a Record Date Stockholder does not make timely payment of any additional amounts due in accordance with this Section 4, the face hereofAgent will consult with the Company in accordance with Section 5 as to the appropriate action to be taken. The Agent will not issue or deliver shares of Common Stock or Statements of Holding for shares of Common Stock subscribed for until payment in full therefor has been received by the Agent, including clearance of checks and payment pursuant to Notices of Guaranteed Delivery.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Warrant Exercise Date Date, but not after the Warrant Expiration Date, upon the terms and on or before the Termination Date by delivery subject to the Company (conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or such other office his attorney duly authorized in writing, together with payment in cash or agency by check made payable to the Warrant Agent for the account of the Company of an amount in lawful money of the United States of America equal to the applicable Warrant Price, have been received by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as it may designate by notice the holder upon exercise thereof as of the close at business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing to the registered Holder at the address of the Holder appearing exercise of such Warrant. Promptly following, and in any event within five business days after, the date of such notice from the Warrant Agent, the Warrant Agent, on the books behalf of the Company) of , shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a duly executed copy certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Warrant Price pursuant to such Warrants. Upon the exercise as aforesaidof any Warrants and clearance of the funds received, the Holder Warrant Agent shall deliver promptly, and in no event later than three business days following the aggregate Exercise Price day in which the funds clear, remit the payment received for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until or as the Holder has purchased all Company may direct in writing. (b) No issuance of Warrant Shares shall be made unless there is an effective registration statement under the Securities Act (or an exemption therefrom), and registration or qualification of the Warrant Shares available hereunder and (or an exemption therefrom) has been obtained from the state or other regulatory authorities in the jurisdiction in which such Warrant Shares are sold. The Company will provide to the Warrant has been exercised in fullAgent written confirmation of all such registration or qualification, in which caseor an exemption therefrom, when requested by the Holder shall surrender Warrant Agent. (c) Notwithstanding any other provision of this Warrant Agreement to the Company for cancellation within two Trading Days contrary, no issuance of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder be made, and the Company shall maintain records showing is authorized to refuse to honor the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any Warrant, if the exercise of any Warrant would result, in the opinion of the Warrants represented herebyCompany's Board of Directors upon advice of counsel, in the violation of law. (d) Upon at least thirty (30) days prior written notice to all Registered Holders of Warrants, the Company shall deliver have the right to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, reduce the Warrant Shares so issued and Price and/or to extend the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason term of the provisions of this Section 2(a), following the purchase of a portion of Warrants beyond the Warrant Shares hereunder, the number of Expiration Date to a new Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofExpiration Date.

Exercise. The Company agrees to register, at its sole expense, the shares of Common Stock underlying the Warrants at the same time it registers any of its securities under the Securities Act of 1933, as amended (a) Exercise the "Registration Statement"). Subject to the provisions of Section 8, the purchase rights represented by this Warrant Warrants may be made, exercised at a price of $4.00 per share of Common Stock (the "Exercise Price") in whole or in part, part at any time or times during the period commencing on or after the effective date of the Registration Statement (the "Initial Exercise Date Date") and terminating on or before a date (the Termination Date by delivery "Expiration Date") four years after such Initial Exercise Date. A Warrant shall be deemed to have been exercised immediately prior to the Company close of business on the date (or such other office or agency the "Exercise Date") of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of surrender for exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder Certificate. The exercise form shall be executed by the Registered Holder or his attorney duly authorized in writing and will be delivered together with payment to the Warrant has been exercised in fullAgent at its corporate offices (the "Corporate Office"), in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise Date. Upon in addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares, set forth in Section 4, have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price payment to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever, if more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Warrants represented herebyaggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and, in any event, prior to the pertinent Expiration Date, pursuant to a Stock Transfer Agreement between the Company and Warrant Agent, the Company Warrant Agent shall deliver cause to be issued and delivered to the Holder person or persons entitled to receive the same, a warrant certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise grid of any Warrant. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the form attached as Annex B hereto (escrow account will be disbursed on a weekly basis to the "Exercise Grid"Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) with notations as representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of exercised Warrant Share certificates to the shareholder, will be billed monthly to the Company. A detailed accounting statement relating to the number of Warrants so exercised, the Warrant Shares so issued exercised and the number net amount of Warrants still outstanding hereunderexercised funds rernitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall deliver not be affected by any objection notice to the contrary. The Warrants shall not entitle the holder thereof to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions rights of this Section 2(a), following shareholders or to any dividend declared on the purchase Common Stock unless the holder shall have exercised the Warrants and purchased the shares of a portion Common Stock prior to the record date fixed by the Board of Directors of the Warrant Shares hereunder, Company for the number determinations of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofholders of Common Stock entitled to such dividend or other right.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be made, exercised by the Holder in whole full or in part, part at any time or times on or after from time to time during the Initial Exercise Date and on or before exercise period specified in the Termination first paragraph hereof until the Expiration Date by delivery (x) surrendering this Warrant to the Company, (y) giving a subscription form in the form annexed hereto (duly executed by the Holder) to the Company, and (z) making payment, in cash or by certified or official bank check payable to the order of the Company, or by wire transfer of funds to the account of the Company, in either case, 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 a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, providing in the aggregate on the face or faces thereof for the purchase of the number of shares of Common Stock for which such other office Warrant or agency of Warrants may still be exercised. The subscription form may be surrendered by telephone line facsimile transmission to such telephone number for the Company as it may designate by notice shall have been specified in writing to the registered Holder at by the address Company; provided, however, that if the subscription form is given to the Company by telephone line facsimile transmission the Holder shall send an original of such subscription form to the Company within ten Business Days after such subscription form is so given to the Company; provided further, however, that any failure or delay on the part of the Holder appearing on in giving such original of any subscription form shall not affect the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following validity or the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares on which such subscription form is so given by telephone line facsimile transmission. Unless otherwise specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bankparticular subscription form, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its each exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein shall be allocated to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises remaining shares issuable upon exercise of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall that have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofearliest Expiration Date.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised by the Holder hereof (but only on the conditions hereinafter set forth) as to all or any increment or increments of Ten Thousand (10,000) Shares (or the balance of the Shares if less than such number), in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by upon delivery of written notice of intent to exercise to the Company (at the following address: 0000 Xxxxxxx Bridge Road, Suite 320, Alpharetta, Georgia 30022, Attention: Chief Financial Officer, or such other office or agency address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the Company as it may designate aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by notice in writing wire transfer, certified cashiers or bank check, (ii) by the surrender of the Amended and Restated Note or portion thereof having an outstanding principal balance equal to the registered Holder at aggregate Exercise Price or (iii) by the address of the Holder appearing on the books of the Company) surrender of a duly executed copy portion of this Warrant having an aggregate Fair Market Value (as hereinafter defined) equal to the Notice aggregate Exercise Price. Upon exercise of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise this Warrant as aforesaid, the Holder Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If to the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure a certificate or alleged failure certificates for the total number of whole 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 Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)Shares, the Holder shall not be required entitled to physically surrender this receive a new Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing covering the number of Shares in respect of which this Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so not have been exercised, the which new Warrant Shares so issued and the number of Warrants still outstanding hereundershall in all other respects be identical to this Warrant. The Company shall deliver covenants and agrees that it will pay when due any objection to any Notice and all state and federal issue taxes which may be payable in respect of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance issuance of this Warrant or the issuance of any transferee, acknowledges and agrees that, by reason of the provisions Shares upon exercise of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofWarrant.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form attached as Annex A in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on from a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Each Subscription Certificate shall be transferable and shall, its having been exercised by the holder thereof in the manner set forth in the Prospectus, become irrevocable after receipt of payment for shares by the Agent. The Agent shall, in its capacity as Transfer Agent for the Fund maintain a register of Subscription Certificates and the Record Date Shareholders. Each Subscription Certificate shall, subject to the provisions thereof, entitle the holder thereof to the right (the "Primary Subscription Right") to purchase rights represented by this Warrant during the Primary Subscription, as defined in the Prospectus, at the Subscription Price, as defined in the Prospectus, one share of Common Stock for each Right held. In addition, each Subscription Certificate shall, subject to the provisions thereof, entitle Record Date Shareholders and persons who become holders of Rights who are not Record Date Shareholders ("Rights Holders") who exercise their Rights in the Primary Subscription ("Exercising Rights Holders") the right (the "Over-Subscription Right") to purchase from the Fund additional shares subject to the availability of such shares and to allotment of such shares as may be madeavailable among Exercising Rights Holders who exercise Over-Subscription Rights on the basis specified in the Prospectus; provided, however, that an Exercising Rights Holder who has not exercised his Primary Subscription Rights with respect to the full number of Rights issued to him shall not be entitled to any Over-Subscription Rights. (b) Record Date Shareholders and Rights Holders may acquire shares of Common Stock in whole or in part, at any time or times on or after the Initial Exercise Date Primary Subscription and on or before pursuant to the Termination Date Over-Subscription Privilege by delivery to the Company Agent as specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Record Date Shareholder or such other office or agency Rights Holder in accordance with and as provided by the terms and conditions of the Company Subscription Certificate, together with (ii) payment in full for the shares to be purchased at the estimated purchase price as it may designate disclosed in the Prospectus, in U.S. dollars by notice money order or check drawn on a bank or branch located in writing the United States, in each case payable to the registered Holder at the address order of the Holder appearing on the books of the CompanyFund. (c) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern time on such date as the Fund shall designate to the Agent in writing (the "Expiration Date"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the Shareholder Services Division of the Agent specified in the Prospectus. All questions as aforesaidto the validity, form, eligibility and acceptance of Subscription Certificates will be determined by the Fund. (d) Notwithstanding the provisions of Section 3(b) and 3(c) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. Eastern time on the Expiration Date, if prior to such time the Agent receives a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a financial institution that is a member of the Securities Transfer Agents Medallion Program, the Holder shall deliver Stock Exchange Medallion Program or the aggregate Exercise New York Stock Exchange Medallion Signature Program guaranteeing delivery of (i) payment of the full Estimated Subscription Price for the shares specified of Common Stock subscribed for in the applicable Notice Primary Subscription and any additional shares of Exercise by wire transfer or cashier's check drawn on a United States bankCommon Stock subscribed for pursuant to the Over-Subscription Privilege, unless the cashless exercise procedure specified (ii) payment in Section 2(c) below is specified in the applicable Notice full of Exercise. If the Holder is any additional amount required to make any payments to be paid if the Company's stock transfer agent actual Subscription Price is in connection with its excess of the Estimated Subscription Price, and (iii) a properly completed and executed Subscription Certificate, then such exercise of this Warrant resulting from any failure or alleged failure Primary Subscription Rights and Over-Subscription Rights shall be regarded as timely, subject, however, to receipt of the Company to pay duly executed Subscription Certificate and full payment for the transfer agent, Common Stock based on the Holder may deduct such sums it pays Estimated Subscription Price by the transfer agent from Agent within three Business Days (as defined below) after the total Exercise Price dueExpiration Date. Notwithstanding anything herein to For the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all purposes of the Warrant Shares available hereunder Prospectus and the Warrant has been exercised in fullthis Agreement, in "Business Day" shall mean any day on which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise trading is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated conducted on the face hereofNew York Stock Exchange.

Exercise. (a) Exercise of the purchase rights represented by this Each Class A Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the Registered Holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or before after the Termination Exercise Date by delivery to the Company (Warrant Agent shall deposit in a non-interest bearing account at Chase Manhattan Bank or such other office or agency bank as the Warrant Agent may designate, the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the Company as it may designate by notice in writing to the registered Holder at the address exercise of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoWarrants. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant toPromptly thereafter, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation any event within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and five days after the date of such purchasesnotice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the Warrants represented herebyfunds received, the Company Warrant Agent shall deliver to promptly remit the Holder a warrant exercise grid in payment received for the form attached as Annex B hereto Warrant (the "Exercise GridWarrant Proceeds") with notations as to the number Company or as the Company may direct in writing. (b) If, subsequent to June 28, 1999 in respect of Warrants the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrants, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and such member was designated in writing by the holder of such Warrant as having solicited such Warrant, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised, shall, on behalf of the Company, pay to Xxxxxxxxx, or to the NASD member soliciting such Warrant(s) if not Xxxxxxxxx, from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be Xxxxxxxxx). Within five days after exercise, the Warrant Shares so issued Agent shall send Xxxxxxxxx a copy of the reverse side of each Warrant exercised. Xxxxxxxxx shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section. In addition, Xxxxxxxxx and the number Company may at any time during business hours, examine the records of Warrants still outstanding hereunderthe Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph may not be modified, following amended or deleted without the purchase prior written consent of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofXxxxxxxxx.

Exercise. 3.2.1 Each Warrantholder may validly exercise all or any part of its Warrants in accordance with the procedures set out in this Clause 3.2. 3.2.2 The Subscription Rights are not exercisable in respect of a fraction of a Warrant Share. 3.2.3 In order to exercise any Warrants, the Warrantholder must, having completed the Warrant Exercise Notice, deliver it to the Company in accordance with Clause 18 (aNotices) together with the Certificate(s) for the Warrants which are being exercised. 3.2.4 A Warrant Exercise Notice may be served in respect of all or some of the purchase rights represented by this Warrantholder’s Warrants and may, in accordance with Clause 3.1, be conditional on an Exit Event or Distribution occurring or being made with respect to the Company’s Shares. 3.2.5 A conditional Warrant Exercise Notice may be made, in whole or in part, revoked by the Warrantholder by written notice to the Company at any time prior to the consummation of such Exit Event or times on or after payment of the Initial Distribution described in the Warrant Exercise Date and on Notice. 3.2.6 Any revocation of a Warrant Exercise Notice in accordance with Clause 3.2.5 will be without prejudice to the Warrantholder’s right to send to the Company further Warrant Exercise Notices in respect of the Warrants which are the subject of the revoked Warrant Exercise Notice and/or further Warrant Exercise Notices in respect of any unexercised Warrants. 3.2.7 On or before the Termination Date by delivery day the Warrant Shares are to be issued, the relevant Warrantholder will deliver to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Warrant Share Subscription Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all respect of the Warrant Shares available hereunder and being issued upon such exercise of the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant Warrants by either: (a) delivering to the Company for cancellation within two Trading Days a banker’s draft; or (b) making a same day electronic transfer in cash to a bank account nominated by the Company, the details of which shall have been notified by the date the final Notice of Exercise is delivered Company to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal Warrantholders at least three (3) Business Days prior to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, day the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection are to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissued.

Exercise. (a) Exercise of the The purchase rights represented set forth in this Agreement are exercisable by this Warrant may be madethe Warrantholder, in whole or in part, at any time, or from time or times on or after to time, prior to the Initial Exercise Date expiration of the term set forth in Section 2 and on or before the Termination Date in accordance with Section 3(b), by delivery tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. No ink-original Notice of Exercise shall be required, and provided that the shares of Common Stock are being issued in the name of the Warrantholder as written above, a medallion guarantee (or such other office type of guarantee or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Companynotarization) of a duly executed copy of the any Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duenot be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromcontrary, the Company), the Holder Warrantholder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all Company. Promptly upon receipt of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered and the payment of the Purchase Price in accordance with the terms set forth below (the “Exercise Shares Delivery Date”), the Company shall, as specified in the Notice of Exercise, (i) no later than three (3) business days thereafter, issue to the Company. Partial exercises of this Warrant resulting in purchases of Warrantholder a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing certificate for the number of Warrant Shares shares of Common Stock purchased and deliver the date certificate to an address in the United States as instructed by the Warrantholder or (ii) no later than three (3) business days thereafter, cause the shares of Common Stock purchased to be made available to the Warrantholder via the Depository Trust Company’s Deposit or Withdrawal at Custodian (“DWAC”) system if the shares are eligible for such purchasestransfer, or (iii) no later than seven (7) Trading Days thereafter, issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and deliver the certificate to an address in Russia as instructed by the Warrantholder. Upon exercise of any of the Warrants represented hereby, the The Company shall also execute and deliver to the Holder a warrant Warrantholder the acknowledgment of exercise grid in the form attached hereto as Annex B hereto Exhibit II (the "Exercise Grid"“Acknowledgment of Exercise”) with notations as to indicating the number of Warrants so exercisedshares which remain subject to future purchases under this Warrant, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofif any.

Exercise. (a) Exercise The Company hereby issues Options, as set forth in Exhibit A, allowing for the acquisition of the purchase rights represented by this Warrant up to 850,000 shares of Common Stock, each of which may be madeexercised at a price (the "OPTION EXERCISE PRICE") of $3.00 per share of Common Stock subject to adjustment, in whole or in part, part at any time during the period (the "OPTION EXERCISE PERIOD") commencing on May 5, 2003 (the "INITIAL OPTION EXERCISE DATE"), and terminating on a date (the "OPTION EXPIRATION DATE") ending five (5) years thereafter, unless extended by a majority vote of the board of directors for the Company ("BOARD OF DIRECTORS") for such length of time as they, in their sole discretion, deem reasonable and necessary. (The Option Exercise Price is also referred to herein as the "EXERCISE PRICE.") An Option shall be deemed to have been exercised immediately prior to the close of business on the date ("EXERCISE DATE") of the surrender for exercise of the certificate. The exercise form shall be executed by the Registered Holder thereof or times on or after the Initial Exercise Date his attorney duly authorized in writing and on or before the Termination Date by delivery shall be delivered together with payment to the Company (at its corporate offices or at any such other office or agency as the Company may designate. Unless Option Shares may not be issued as provided herein, the person entitled to receive the number of shares deliverable on exercise shall be treated for all purposes as the holder of such shares as of the Company as it may designate by notice in writing to the registered Holder at the address close of the Holder appearing business on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoDate. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required obligated to physically surrender this Warrant issue any fractional share interest in shares issuable or deliverable on the exercise of any Option or scrip or cash therefore and such fractional shares shall be of no value whatsoever. Within ten days after the Exercise Date and in any event prior to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which caseOption Expiration Date, the Holder Company at its expense shall surrender this Warrant cause to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is be issued and delivered to the Companyperson or persons entitled to receive the same a certificate or certificates in the name requested by the Option holder for the number of Option shares deliverable on such exercise. Partial exercises No adjustment shall be made in respect of this Warrant resulting in purchases cash dividends on Option shares delivered on exercise of a portion any Option. All shares of Common Stock or other securities delivered upon the exercise of the total number of Warrant Shares available hereunder Options shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedbe validly issued, fully paid and non-assessable. The Company may deem and treat the Registered Holder of the Options at any time as the absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and contrary. The Options shall not entitle the date of such purchases. Upon exercise of holder thereof to any of the Warrants represented hereby, rights of shareholders or to any dividend declared on the Company Common Stock unless the holder shall deliver have exercised the Options prior to the Holder a warrant exercise grid in record date fixed by the form attached as Annex B hereto (Board of Directors for the "Exercise Grid") with notations as determination of holders of Common Stock entitled to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute dividends or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofother right.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form in the form attached hereto as Annex Schedule A hereto. Within and within three Trading Days following (3) trading days of the date said Notice of exercise as aforesaidExercise is received by the Company, the Company shall have received from the Holder shall deliver payment of the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise Warrant Shares thereby purchased by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days three (3) trading days of the date the final Notice of Exercise is delivered to received by the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. In the event of any dispute or discrepancy, the records of the Company shall be controlling. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days three (3) business days of delivery receipt of such notice. In the event of any dispute or discrepancyThe Holder, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereeWarrant, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Issuance Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A in the form annexed hereto. Within three Trading Days [***] following the date on which the Holder delivers a Notice of exercise as aforesaidExercise to the Company, the Holder shall deliver to the aggregate Company an amount equal to the product of (x) the Exercise Price for multiplied by (y) the shares number of Warrant Shares specified in the applicable Notice of Exercise for such Warrant Shares by wire transfer or cashier's check drawn on a United States bank, to the account specified by the Company unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the this Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two [***] Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days [***] of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by its acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. If the Prospective Selling Group elect to exercise their rights under this Section 3.2, the Prospective Selling Group shall furnish a written notice (athe “Drag Along Notice”) Exercise to each other holder of Franchisee Shares. The Drag Along Notice shall set forth the principal terms of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery proposed Sale insofar as it relates to the Company (or such other office or agency Common Stock, including the number of Shares to be acquired from the Company as it may designate by notice Prospective Selling Group, the Drag Along Sale Percentage, the per Share consideration to be received in writing to the registered Holder at proposed Sale and the name and address of the Holder appearing Prospective Buyer and whether or not the Prospective Buyer is an Affiliate of the Majority Investors. If the Prospective Selling Group consummate the proposed Sale to which reference is made in the Drag Along Notice, each other holder of Franchisee Shares (each a “Participating Seller”, and, together with the Prospective Selling Group, collectively, the “Drag Along Sellers”) shall be bound and obligated to Sell the Drag Along Sale Percentage of his Franchisee Shares in the proposed Sale on the books same terms and conditions, with respect to each Franchisee Share Sold, as the Prospective Selling Group shall Sell each Share in the Sale. Further, in the event that the Prospective Selling Group is given an option as to the form and amount of consideration to be received, all Drag Along Sellers will be given the same option, and if any Drag Along Seller is prohibited by applicable law or regulation (other than federal or state securities law) from receiving such form of consideration, the Company and/or Prospective Selling Group shall use reasonable commercial efforts to cause the prospective purchaser to accommodate such holder to the fullest extent possible. If at the end of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days 180th day following the date of exercise as aforesaidthe effectiveness of the Drag Along Notice the Prospective Selling Group have not completed the proposed Sale, each Participating Seller shall be released from his obligation under the Drag Along Notice, the Holder Drag Along Notice shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant tobe null and void, and receive it shall be necessary for a replacement Warrant from, the Company), the Holder shall not separate Drag Along Notice to be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder furnished and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder terms and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a)3.2 separately complied with, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofin order to consummate such proposed Sale pursuant to this Section 3.2.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be made, in whole or in part, at any time or times on or after exercised by the Initial Exercise Date and on or before Warrantholder by (i) the Termination Date by delivery to the Company (or such other office or agency surrender of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullCompany, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of with a duly executed Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing Form specifying the number of Warrant Shares purchased to be purchased, during normal business hours on any Business Day during the Exercise Period and (ii) the date delivery of such purchases. Upon exercise payment to the Company, by (A) cash, wire transfer of any immediately available funds to a bank account specified by the Company, or by certified or bank cashier's check in lawful money of the Warrants represented herebyUnited States of America, or (B) by cancellation by the Warrantholder of indebtedness of the Company shall deliver to the Holder Warrantholder, or (C) by a warrant exercise grid in the form attached as Annex B hereto combination of (the "Exercise Grid"A) with notations as to the number and (B), of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, Price for the number of Warrant Shares available specified in the Exercise Form. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for purchase hereunder at the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any given time event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be less than reasonably specified by the amount stated Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the face hereofexercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Exercise. Rights may be exercised at any time during the Offering Period upon the terms and conditions set forth in the Prospectus and in this Agreement. (a) Exercise Rights may be exercised by completing and executing the exercise portion of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date Subscription Certificate and on or before the Termination Date by delivery delivering it to the Company (or such other office or agency Subscription Agent along with payment of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Subscription Price for the shares specified aggregate number of Series A Preferred Shares subscribed for prior to the Expiration Time. (b) A subscription will be accepted by the Subscription Agent if, prior to the Expiration Time, the Subscription Agent has received (i) payment of the full Subscription Price for the Series A Preferred Shares subscribed for in the applicable Basic Subscription and any additional Series A Preferred Shares subscribed for pursuant to the Oversubscription Privilege (for Record Date Stockholders), and (ii) a Notice of Exercise Guaranteed Delivery by wire transfer facsimile (telecopy) or cashier's otherwise from a bank, trust company, New York Stock Exchange member or member of another national securities exchange guaranteeing delivery of a properly completed and executed Subscription Certificate. The Subscription Agent will not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Certificate is received by the Subscription Agent by the close of business on the third New York Stock Exchange trading day after the Expiration Time. (c) The Subscription Price shall be paid in United States dollars, by (i) check or draft drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments or an postal, telegraphic or express money order payable to the Company's stock Subscription Agent, or (ii) by wire transfer agent in connection with its of same day funds to an account maintained by the Subscription Agent for the purpose of accepting subscriptions the Chase Manhattan Bank, Account No. 323-062547 (Transmedia Network Inc.); ABA No. 000000000. (d) Once a Registered Holder has exercised Rights, such exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the revoked or rescinded. (e) If a Registered Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing does not indicate the number of Warrant Shares purchased and Rights being exercised in the date of such purchases. Upon exercise of any Basic Subscription, or does not deliver full payment of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to Subscription Price for the number of Warrants so exercisedshares indicated as being subscribed through the exercise of Rights in the Basic Subscription, then such Registered Holder will be deemed to have exercised Rights to purchase the Warrant maximum number of Series A Preferred Shares so issued and determined by dividing the total Subscription Price paid by the Subscription Price per share, but not in excess of the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice Series A Preferred Shares such holder may purchase through the exercise of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative Rights in the absence of manifest error. The Basic Subscription. (f) If a Registered Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, does not indicate the number of Warrant Rights being exercised or the number of Series A Preferred Shares available such holder wishes to purchase through the Oversubscription Privilege, but submits payment for purchase hereunder at any given time more shares than may be less than purchased through the exercise of such Registered Holder's Rights in the Basic Subscription, the excess payment received from such Registered Holder will be deemed to be a subscription payment for a number of additional Series A Preferred Shares in the Oversubscription Privilege determined by dividing the amount stated on of such excess payment by the face hereofSubscription Price per share.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised by the Registered Holder thereof commencing at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock 7 issuable upon such exercise. As soon as practicable on or before after the Termination Exercise Date by delivery to and in any event within five business days after such date, if one or more Warrants have been exercised, the Company (or such other office or agency Warrant Agent on behalf of the Company as it may designate by notice 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 any one or more 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 registered Holder at the address of the Holder appearing on the books order of the Company, equal to the Exercise Price, to be deposited promptly in the Company's bank account. (b) The Company shall engage National as a Warrant solicitation agent, and, at any time upon the exercise of any Warrants after one year from the date hereof, the Company shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify National of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to National an amount equal to five percent (5%) of a duly executed copy the Exercise Price of such Warrants then being exercised unless National shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the Notice General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidNasdaq or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representative's Warrants in which event, the Holder Warrant Agent shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required have to make any payments pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's stock transfer obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. Notwithstanding the foregoing, National shall be entitled to receive the commission contemplated by this Section 4(b) as Warrant solicitation agent only if: (i) National has provided actual services in connection with its the solicitation of the exercise of this a Warrant resulting from any failure or alleged failure by a Registered Holder and (ii) the Registered Holder exercising a Warrant affirmatively designates in writing on the exercise form on the reverse side of the Warrant Certificate that the exercise of such Registered Holder's Warrant was solicited by National. (c) The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the Holder has purchased all of same time by the Warrant Shares available hereunder and the Warrant has been exercised in full8 same Registered Holder, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and whole shares which shall be issuable upon such exercise thereof shall be computed on the date basis of such purchasesthe aggregate number of shares purchasable on exercise of the Warrants presented. Upon If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any of the Warrants represented herebyWarrant (or specified portion thereof), the Company shall deliver pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on one or move national securities exchanges and/or is quoted through the Nasdaq Stock Market, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the Holder a warrant date of exercise grid of the Warrants on whichever of such exchanges or stock market had the highest daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange and is not quoted through the Nasdaq Stock Market, but is traded in the form attached as Annex B hereto over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. (or any successor) on the "Exercise Grid") with notations as last business day prior to the number date of Warrants so exercisedexercise of the Warrants; or (3) If neither clause (1) nor clause (2) immediately above is applicable, the Warrant Shares so issued and the number current market value of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice a share of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Common Stock shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereean amount, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be not less than the amount stated on book value thereof as of the face hereofend of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. Rights may be exercised at any time during the Offering Period upon the terms and conditions set forth in the Prospectus and in this Agreement. (a) Exercise An Eligible Rights Holder may exercise Basic Subscription Privileges and, if desired, Over-Subscription Privileges by completing and executing the exercise portion of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date Subscription Certificate and on or before the Termination Date by delivery delivering it to the Company (or such other office or agency Subscription Agent along with payment of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Subscription Price for the aggregate number of Common Shares subscribed for prior to the Expiration Time. An eligible Rights Holder must exercise such holder's Basic Subscription Privilege in full in order to be eligible to exercise its Over-Subscription Privilege. If an Eligible Rights Holder exercises its Basic Subscription Privilege in full, the holder may exercise its Over-Subscription Privilege for as many Common Shares as such Eligible rights Holder indicates on its Subscription Certificate and for which the holder pays the Subscription Price, subject to the availability of such shares specified and allocation set forth in Section 5(b). (b) The Company will issue a maximum of _______ Common Shares in the applicable rights Offering. The number of Common Shares available for Over-Subscription Privileges will be _______ minus the number of Common Shares purchased upon exercise of the Basic Subscription Privileges. Provided that a sufficient number of Common Shares are available, the Subscription Agent shall honor exercises of the Over-Subscription Privileges in full. If exercises of the Over-Subscription Privileges exceed the number of Common Shares available, the Subscription Agent shall allocate the available shares among the Eligible Rights Holders that over-subscribed in proportion to the number of Common Shares purchased by those over-subscribing Eligible Rights Holders through the Basic Subscription Privileges. However, if an Eligible Rights Holder's pro rata allocation exceeds the number of Common Shares the Eligible Rights Holder requested, the Eligible Rights Holder will receive only the number of Common Shares the eligible Rights Holder requested, and the remaining shares from the Eligible Rights Holder's pro rata allocation will be divided among other Eligible Rights Holders exercising their Over-Subscription Privileges that have subscribed for additional Common Shares in proportion to the number of shares purchased by that group of over-subscribing Eligible Rights Holders through the Basic Subscription Rights. (c) The Subscription Agent shall accept any subscription if, prior to the Expiration Time, the Subscription Agent has received (i) payment of the full Subscription Price for the Common Shares subscribed for, or (ii) a Notice of Exercise Guaranteed Delivery by wire transfer facsimile (telecopy) or cashier's otherwise from a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, guaranteeing delivery of a properly completed and executed Subscription Certificate; provided, however, that the Subscription Agent shall not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Certificate is received by the Subscription Agent by the close of business on the third trading day on the American Stock Exchange after the Expiration Time. (d) The Subscription Price shall be paid in United States dollars, by (i) check or draft drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments or a postal, telegraphic or express money order payable to the Subscription Agent, or (ii) by wire transfer of same day funds to an account maintained by Subscription Agent for the purpose of accepting subscriptions, in accordance with the following wire instructions: Union Bank & Trust 000 Xxxxxxxx Xxxxxx, Xxxxxxxx 00000 (000) 000-0000 ABA #000000000 Credit Account #85-02961 Account Name: Computershare Trust Company's stock transfer agent in connection with its , Inc. Escrow Agent (e) Payment will be deemed to have been received by the Subscription Agent only upon: (i) clearance of any uncertified check; or (ii) receipt by the Subscription Agent of any certified check or bank draft drawn upon a U.S. bank or of any postal, telegraphic or express money order; or (iii) receipt by the Subscription Agent of any funds transferred by wire transfer; or (iv) receipt of funds by the Subscription Agent through an alternative payment method approved by the Company. (f) Once an Eligible Rights Holder has exercised Rights, such exercise of this Warrant resulting from any failure may not be revoked or alleged failure rescinded. (g) If an Eligible Rights Holder exercises fewer than all of the Company rights evidenced by the Eligible Rights Holder's Subscription certificate and requests in writing that the Subscription Agent issue a Subscription Certificate evidencing the unexercised Rights, the Subscription Agent shall immediately issue to such holder a new Subscription Certificate evidencing the unexercised Rights and deliver it to the eligible Rights Holder at the address shown on such Subscription Certificate. (h) If an Eligible Rights Holder does not specify the number of Rights being exercised on the Subscription Certificate, or if payment is not sufficient to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased purchase price for all of the Warrant Common Shares available hereunder and that the Warrant has been Eligible Rights Holder indicated that the holder wished to purchase, such holder will be deemed to have exercised in full, in which case, the Holder shall surrender this Warrant to maximum number of Rights that could be exercised for the Company for cancellation within two Trading Days amount of the date payment received by the final Notice of Exercise is delivered to Subscription Agent. If payment exceeds the Company. Partial exercises of this Warrant resulting in purchases of a portion total purchase price for all of the total number of Warrant rights shown on the Subscription Certificate, payment will be applied, until depleted, to subscribe for Common Shares available hereunder shall have in the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal following order: (i) to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing subscribe for the number of Warrant Common Shares, if any, that the eligible Rights Holder indicated on the Subscription Certificate that such holder wished to purchase through the Basic Subscription Privilege; (ii) to subscribe for Common Shares purchased and until the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver Basic Subscription Privilege has been fully exercised; (iii) to subscribe for additional Common Shares pursuant to the Holder a warrant exercise grid in Over- Subscription Privilege, but subject to any applicable proration. Any excess payment remaining after the form attached as Annex B hereto (the "Exercise Grid") with notations as foregoing allocation will be returned to the number of Warrants so exercisedeligible Rights Holder as soon as practicable by mail, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute without interest or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofdeduction.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant or Additional Warrant may be made, in whole or in part, exercised by Furman Selz at any time or times on or after the Initial Exexxxxx Xxxx, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant or Additional Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and on or before the Termination Date by delivery person entitled to receive the Company (or securities deliverable upon such other office or agency exercise shall be treated for all purposes as the holder of those securities upon the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant has been exercised in full, in which case, Agent shall deposit the Holder process received from the exercise of a Warrant or Additional Warrant and shall surrender this Warrant to notify the Company for cancellation within two Trading Days in any of the date the final Notice of Exercise is delivered to the Companyexercise thereof. Partial exercises of this Warrant resulting Promptly following, and in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and any event within five days after the date of such purchases. notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a Warrant Certificate for any remaining unexercised Warrants or Additional Warrants of Furman Selz) unless prior to the date of issuance ox xxxx xxxxificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrant or Additional Warrants. (b) Upon the exercise of any Warrant or Additional Warrants and clearance of the Warrants represented hereby, funds received the Company Warrant Agent shall deliver to promptly remit the Holder a warrant exercise grid in payment received for the form attached as Annex B hereto Warrant (the "Exercise GridWarrant Proceeds") with notations as to the number Company or as the Company may direct in writing. Furman Selz may remit payment in cash or by deliverx xx xxx Xxmpany of shares of Series A Common Stock with a fair market value equal to the aggregate Purchase Price with respect to the Warrants so or Additional Warrants exercised. For the purposes of this Section, fair market value shall mean the Warrant Shares so issued and closing bid price of the number of Warrants still outstanding hereunder. The Company shall deliver any objection Series A Common Stock as reported on the NASDAQ SmallCap Market or such other stock market on which the Series A Common Stock is trading on the trading day immediately prior to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofDate.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form attached as Annex A in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If ; provided, however, in the event that the Holder is required to make any payments to has not delivered such aggregate Exercise Price within three (3) Trading Days following the Company's stock transfer agent in connection with its date of such exercise of this Warrant resulting from any failure or alleged failure of as aforesaid, the Company shall not be obligated to pay the transfer agentdeliver such Warrant Shares hereunder until such payment is made. No ink-original Notice of Exercise shall be required, the Holder may deduct such sums it pays the transfer agent from the total nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be made, in whole exercised by the Warrantholder by (i) the surrender of this Warrant (or in part, at any time an indemnification undertaking or times on or after the Initial Exercise Date and on or before the Termination Date by delivery other form of security reasonably satisfactory to the Company (with respect to this Warrant in the case of its loss, theft or such other office or agency of the Company as it may designate by notice in writing destruction) to the registered Holder at the address of the Holder appearing on the books of the Company) of , with a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing specifying the number of Warrant Shares purchased to be purchased, during normal business hours on any Business Day during the Exercise Period and (ii) the date delivery of such purchases. Upon exercise of any payment to the Company, for the account of the Warrants represented herebyCompany, by wire transfer of immediately available funds to a bank account specified by the Company shall deliver to Company, of the Holder a warrant exercise grid Exercise Price for the number of Warrant Shares specified in the form attached as Annex B hereto Exercise Form in lawful money of the United States of America (the "Aggregate Exercise GridPrice") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice). In the event of any dispute or discrepancyexercise of the rights represented by this Warrant in compliance with this Section 1.2(a), the Company shall, or shall cause its transfer agent to, within two (2) Business Days of the Company's receipt of the Aggregate Exercise Grid Price and this Warrant (or an indemnification undertaking or other form of security reasonably satisfactory to the Company with respect to this Warrant in the case of its loss, theft or destruction) either (A) at the Warrantholder's request, credit such aggregate number of shares of Common Stock to which the Warrantholder shall be controlling entitled upon such exercise to the holder's or its designee's balance account with The Depository Trust Company ("DTC") through its Deposit Withdrawal Agent Commission system, provided that (i) Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, (ii) the Warrantholder is eligible to receive shares through DTC, and determinative (iii) the certificates for the Common Stock do not bear a legend thereon, or (B) issue and deliver to the address as specified in the absence Exercise Form, a certificate or certificates in such denominations as may be requested by the holder in the Exercise Form, registered in the name of manifest errorthe Warrantholder or its designee, for the number of shares of Common Stock to which the Warrantholder shall be entitled upon such exercise. The Holder by acceptance Upon delivery of the Aggregate Exercise Price and this Warrant, the holder of this Warrant or any transferee, acknowledges and agrees that, by reason shall be deemed for all corporate purposes to have become the holder of the provisions of this Section 2(a), following the purchase of a portion record of the Warrant Shares hereunderwith respect to which this Warrant has been exercised. If this Warrant shall have been exercised only in part, the number Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares available for purchase hereunder at any given time may be less than the amount stated issuable on the face hereofexercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after November 29, 1999 and prior to 5:00 P.M., Eastern Standard Time on November 29, 2004, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding 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 name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is 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 any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion fifth anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (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 3.06, at an exercise price equal to (for the avoidance of doubt, whether or not such Warrant is exercised during the Bonus Share Period) $33.00 per Warrant, payable only in cash (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 by issuance of a press release of the purchase rights represented by this Bonus Share Expiration Date (and will give notice thereof to the Warrant may be madeAgent) (i) at least 20 Business Days prior to such date, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency case of the Company as it may designate by notice setting a Bonus Share Expiration Date and (ii) prior to market open on the Bonus Share Expiration Date in writing to the registered Holder at the address case of the Holder appearing on the books occurrence of the 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 Depositary (or, as may be agreed from time to time between the Calculation Agent and the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified Calculation Agent) in accordance with this Agreement; and provided further, however, that in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of event the Company to pay the transfer agent, the Holder may deduct disagrees in good faith with any such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromcalculation, the Company)’s calculation shall be determinative and final and binding on the Warrant Agent, the Holder 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 Agent’s other book-entry procedures shall not be required determined by the Warrant Agent (or, as may be agreed from time to physically surrender time between the Calculation Agent and the Company, the Calculation Agent) in accordance with this Warrant to Agreement; and provided further, however, that in the event the Company until disagrees in good faith with any such calculation, the Holder has purchased all of Company’s calculation shall be determinative and final and binding on the Warrant Shares available hereunder Agent, the Calculation Agent and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofHolders.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised by the Registered Holder thereof commencing at any time or times on or after the Initial effective date of the Company's prospectus for this Offering, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or before after the Termination Exercise Date by delivery to and in any event within five business days after such date, if one or more Warrants have been exercised, the Company (or such other office or agency Warrant Agent on behalf of the Company as it may designate by notice 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 any one or more 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 registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPrice, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the bank account. (b) The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the Holder has purchased all of same time by the Warrant Shares available hereunder and the Warrant has been exercised in fullsame Registered Holder, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and whole shares which shall be issuable upon such exercise thereof shall be computed on the date basis of such purchasesthe aggregate number of shares purchasable on exercise of the Warrants presented. Upon If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any of the Warrants represented herebyWarrant (or specified portion thereof), the Company shall deliver pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the Holder a warrant date of exercise grid of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the form attached as Annex B hereto (over-the-counter market, the "Exercise Grid") with notations as current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the number date of Warrants so exercisedexercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the Warrant Shares so issued and the number current market value of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice a share of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Common Stock shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereean amount, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be not less than the amount stated on book value thereof as of the face hereofend of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. (a) Exercise No Option shall be deemed to have been exercised prior to the receipt by Company of written notice of such exercise and, unless arrangements satisfactory to Company have been made for payment through a broker in accordance with procedures permitted by rules or regulations of the purchase rights represented by this Warrant may be madeFederal Reserve Board, receipt of payment in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency full of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Option Price for the shares specified in Shares to be purchased. Each such notice shall specify the applicable Notice number of Exercise by wire transfer or cashier's check drawn on a United States bankShares to be purchased and, unless the cashless exercise procedure specified Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act, shall contain the Optionee’s acknowledgment, in Section 2(cform and substance satisfactory to Company, that (i) below is specified such Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the applicable Notice opinion of Exercise. If counsel satisfactory to Company, may be made without violating the Holder registration provisions of the Securities Act), (ii) the Optionee has been advised and understands that (A) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act and are subject to restrictions on transfer, and (B) Company is required under no obligation to register the Shares under the Securities Act or to take any action which would make any payments available to the Company's stock Optionee any exemption from such registration, (iii) such Shares may not be transferred without compliance with all applicable federal and state securities laws and (iv) an appropriate legend referring to the foregoing restrictions on transfer agent and any other restrictions imposed under the Option Documents may be endorsed on the certificates. Notwithstanding the foregoing, if Company determines that the issuance of Shares should be delayed pending registration under federal or state securities laws, the receipt of an opinion of counsel satisfactory to Company that an appropriate exemption from such registration is available, the listing or inclusion of the Shares on any securities exchange or an automated quotation system or the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date issuance of such purchases. Upon Shares, Company may defer exercise of any Option granted hereunder until any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid events described in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofsentence has occurred.

Exercise. The Expiration Date of the Options granted herein is the date immediately preceding the tenth anniversary of the Grant Date. Prior to a Termination of Affiliation, the Grantee may exercise any Vested Options until the Options' Expiration Date. The Grantee's ability to exercise any Vested Options following a Termination of Affiliation is as follows: (a) Exercise In the event the Grantee dies prior to a Termination of Affiliation or within six (6) months following a Termination of Affiliation because of Disability, the Grantee or the legal representative of such Grantee's estate acting on the Grantee's behalf may exercise any Vested Options for a period of six (6) months following the Grantee's death (but not later than the Expiration Date of the purchase rights represented by this Warrant may be madeOptions, in whole or in partif shorter). (b) In the event the Grantee incurs a Termination of Affiliation because of Disability, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing Grantee or, if Grantee is legally incapacitated, Grantee's legal representative acting on the books Grantee's behalf may exercise any Vested Options for a period of the Companysix (6) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days months following the date of exercise as aforesaidthe Termination of Affiliation because of Disability (but not later than the Expiration Date of the Options, if shorter). (c) In the event the Grantee incurs a Termination of Affiliation for Cause, the Holder Grantee shall deliver have no further right to exercise any Option granted hereunder effective with the aggregate Company's delivery (or deemed delivery) of notice to the Grantee of such Termination of Affiliation for Cause. (d) In the event that the Grantee incurs a Termination of Affiliation for any reason not specified in (a) through (c) above, the Grantee may exercise any Vested Options for a period of thirty (30) days following the date of the Grantee's Termination of Affiliation (but not later than the Expiration Date of the Options, if shorter). Neither Grantee nor any other person entitled to exercise the Options under the terms of the Plan shall be, or have any of the rights or privileges of, a shareholder of the Company in respect to any shares of Stock issuable upon exercise of the Option, unless and until the Exercise Price for the such shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised paid in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery delivering to the Company (or such other office or agency Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise Period a notice of exercise of the Company as it may designate by notice Warrants to be exercised (i) in writing the form attached to the registered Holder at Global Warrant or (ii) via an electronic warrant exercise through the address DTC system (each, an “Election to Purchase”) and within one (1) Trading Day of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice Date of Exercise. If the Holder is required , Warrants to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary be exercised by (although the Holder may A) surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and Certificate evidencing the Warrants to the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Agent at its office designated for cancellation within two Trading Days such purpose or (B) delivery of the date Warrants to an account of the final Notice of Exercise is delivered Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to the CompanyDTC from time to time. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company shall maintain records showing the number for cancellation within three (3) Trading Days of Warrant Shares purchased and the date the final Notice of such purchasesExercise is delivered to the Company. Upon exercise For avoidance of any of the Warrants represented herebydoubt, the Company Warrant Agent shall have no liability for the Company’s failure for any reason to deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection subject to any a Notice of Exercise Form within two Trading Days by the Warrant Share Delivery Date (as defined in the Warrant). All other requirements for the exercise of delivery a Warrant (which shall not be inconsistent with the terms and conditions of such notice. In the event of any dispute or discrepancy, the Exercise Grid this Agreement) shall be controlling and determinative as set forth in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase exercise of a portion Warrant shall be conducted in accordance with the customary procedures of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofAgent.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or Within twenty (20) days after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure delivery of the Sale Notice (the “Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the CompanyFirst Refusal Deadline”), the Holder shall not be required Company may make an offer to physically surrender this Warrant purchase any number of the Subject Shares at the price set forth in the Sale Notice by delivering to the Prospective Selling Shareholder a written notice (the “Company until the Holder has purchased all First Refusal Notice”) of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of such offer specifying a portion of the total number of Warrant Subject Shares available hereunder shall have offered to be purchased from the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunderProspective Selling Shareholder. The Company shall deliver a copy of the Company First Refusal Notice to each First Refusal Holder at the time it delivers the Company First Refusal Notice to the Prospective Selling Shareholder. On the second (2nd) Business Day following the Company First Refusal Deadline, if by such date the Company has not delivered a Company First Refusal Notice to the Prospective Selling Shareholder indicating that the Company has agreed to purchase all of the Subject Shares at the price set forth in the Sale Notice, the Prospective Selling Shareholder shall deliver a written notice to each First Refusal Holder indicating that the Company has not offered to purchase any objection to any Notice of Exercise Form within two Trading Days the Subject Shares. (b) Within thirty (30) days after the date of delivery of the Sale Notice (the “First Refusal Deadline”), each First Refusal Holder may make an offer to purchase any number of the Subject Shares at the price set forth in the Sale Notice by delivering a written notice (the “First Refusal Notice”) of such offer specifying a number of Subject Shares offered to be purchased from the Prospective Selling Shareholder (each such Person delivering such notice. In , a “First Refusal Purchaser”). (c) The receipt of consideration by any Prospective Selling Shareholder selling Shares as payment for the event Transfer of such Shares pursuant to this Section 4.3.2 shall be deemed a representation and warranty by such Prospective Selling Shareholder that: (i) such Prospective Selling Shareholder has full right, title and interest in and to such Shares; (ii) such Prospective Selling Shareholder has all necessary power and authority and has taken all necessary action to sell such Shares as contemplated by this Section 4.3.2; and (iii) such Shares are free and clear of any dispute and all liens or discrepancyencumbrances other than any arising as a result of the terms of this Agreement. (d) Each Person not delivering a Company First Refusal Notice or First Refusal Notice that complies with the above requirements, including the Exercise Grid applicable time periods, shall be controlling and determinative in the absence deemed to have waived all of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of such Person’s rights to purchase such Shares under this Section 2(a)4.3.2, following and the Prospective Selling Shareholder shall thereafter be free to Sell the Subject Shares to the Company, First Refusal Purchasers and/or any Prospective Buyer, at a purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be price no less than the amount stated on price set forth in the face hereofSale Notice, without any further obligation to such Person pursuant to this Section 4.3.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be made, exercised in whole or in part, part at any time or times on or after the Initial Exercise Date and on or before prior to the Termination Date upon delivery of the notice of exercise form attached hereto as Appendix A (the “Notice of Exercise”) and payment by delivery cash, certified check or wire transfer for the aggregate Exercise Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any Business Day at the Company’s principal executive offices (or such other office or agency of the Company as it the Company may designate by notice in writing to the registered Warrant Holder). The Warrant Shares so purchased shall be deemed to be issued to the Warrant Holder at or the address Warrant Holder’s designee, as the record owner of the Holder appearing such shares, as of 5:00 P.M. New York City time on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver on which the aggregate Exercise Price shall have been paid and the completed Notice of Exercise shall have been delivered. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the applicable Notice of Exercise, shall be transmitted by the Company’s transfer agent by physical delivery to the address specified by the Warrant Holder in the Notice of Exercise, within a reasonable time, not exceeding three (3) Trading Days after this Warrant shall have been so exercised, including payment of the aggregate exercise price and the delivery of a completed Notice of Exercise (the “Warrant Share Delivery Date”). The certificates so delivered shall be in such denominations as may be requested by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified Warrant Holder and shall be registered in the applicable Notice name of Exercisethe Warrant Holder or such other name as shall be designated by the Warrant Holder. If In addition to any other rights available to the Warrant Holder, if the Company fails to deliver to the Warrant Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Warrant Holder is required by its broker to make purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Warrant Holder of the Warrant Shares which the Warrant Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Warrant Holder the amount by which (x) the Warrant Holder’s total purchase price (including customer brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Warrant Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Warrant Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Warrant Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Warrant Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate Exercise Price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Warrant Holder $1,000. The Warrant Holder shall provide the Company written notice indicating the amounts payable to the Warrant Holder in respect to the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Warrant Hxxxxx’s right to pursue any payments other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's stock transfer agent in connection with its ’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this the Warrant resulting from any failure or alleged failure of as required pursuant to the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueterms hereof. Notwithstanding anything herein to the contrary (although the Holder may surrender contrary, the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Warrant Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Warrant Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid records of the Warrant Holder shall be controlling and determinative in the absence of manifest error. The Warrant Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at its own expense and at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Warrant Holder a new Warrant evidencing the rights of the Warrant Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, provided the Warrant Holder has surrendered the Warrant at the time of exercise. (c) Notwithstanding anything to the contrary herein, the Warrant Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise, the Warrant Holder (together with the Warrant Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Warrant Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Warrant Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other shares of Common Stock or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Warrant Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Warrant Holder that the Company is not representing to the Warrant Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Warrant Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Warrant Holder) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Warrant Holder, and the submission of a Notice of Exercise shall be deemed to be the Warrant Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Warrant Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, the Warrant Holder may rely on the number of outstanding shares of Common Stock as reflected in the latest of (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Warrant Holder, the Company shall within two Trading Days confirm orally and in writing to the Warrant Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Warrant Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 2(d) may be waived by the Warrant Holder, at the election of the Warrant Holder, upon not less than 61 days’ prior notice to the Company, and the provisions of this Section 2(d) shall continue to apply until such 61st day (or such later date, as determined by the Warrant Holder, as may be specified in such notice of waiver). (d) Notwithstanding anything to the contrary herein, if at anytime after the Initial Exercise Date the Closing Price for the Company’s Common Stock is $4.25 or above for five consecutive Trading Days and the shares of Common Stock underlying this Warrant have been registered under the Securities Act for resale by such Warrant Holder, then the Company may demand that the Warrant Holders exercise any outstanding Warrants by tender of payment to the Company within five (5) days notice of such demand for exercise. Upon receipt of payment for such Warrant Shares, the Company shall cause the Warrant Shares to be issued and delivered to each Warrant Holder as provided in subparagraph (a) above.

Exercise. (a) EXERCISE OF WARRANT. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company) of a duly executed copy ); and, within 3 Trading Days of the date said Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following is delivered to the date of exercise as aforesaidCompany, the Holder Company shall deliver have received payment of the aggregate Exercise Price for of the shares specified in the applicable Notice of Exercise thereby purchased by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two 3 Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days 1 Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise To exercise any portion of the Option, Holder must remain in the continuous employ of the Company, or a subsidiary of the Company for at least one year from the date of this Agreement. After each year of such employment after the date of this Agreement, the Holder may purchase rights represented by this Warrant a cumulative installment of one half of the Option Shares, so that after two years 2 of such employment Holder may purchase all of the Option Shares. The Option may be made, exercised in whole or in part, at any time or times on or after the Initial Exercise Date and option of Holder, on or before the Termination Expiration Date (hereinafter defined) by delivery delivering to the Company written notice of Holder's exercise (or such other office or agency "Exercise Notice") stating the amount of Option Shares to be purchased thereby, accompanied by either (i) a check ("Check") made payable to the order of the Company as it may designate by for the aggregate sum due for the Option Shares then being purchased, or (ii) notice in writing to the registered Company that Holder at elects to borrow the address of the Holder appearing on the books funds for such purchase in accordance with Paragraph 5 below ("Loan Notice"). As soon as practicable thereafter, and in any event within ten (10) business days of the Company) of a duly executed copy 's receipt of the Exercise Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidand either a Check or a Loan Notice, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. Each such certificate shall deliver bear the aggregate Exercise Price for the shares specified in the legend or legends required by applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of securities laws as well as such other legends the Company requires to pay the transfer agent, the be included on certificates for its Common Stock. Such certificate or certificates shall be deemed to have been issued and Holder may deduct or any other persons so designated to be named therein shall be deemed for all purposes to have become a holder of record of such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days shares as of the date the final Exercise Notice of Exercise is delivered to the Company. Partial exercises In the case of this Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise its Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face hereofremainder of the Option Shares.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Subject to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a8.6, the Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), following which shall be irrevocable except as set forth in this Section 8.6(a). The redemption shall occur on the purchase Specified Redemption Date; provided, however, a Specified Redemption Date shall not occur until such later date as may be specified pursuant to any agreement with an Original Limited Partner; and provided further that a holder of Class A Units shall not exercise a Redemption Right until as of the first Subsequent Closing without the prior written consent of the General Partner and Security Capital. An Original Limited Partner may exercise a Redemption Right any time and any number of times; provided, however, that a holder of Class A Units shall not exercise a Redemption Right until as of the first Subsequent Closing without the prior written consent of the General Partner and Security Capital. A Redeeming Partner may not exercise the Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the exercise of a portion Redemption Right hereunder and (ii) the issuance of a Share Amount pursuant to the exercise of a Redemption Right would violate the provisions of Section 5.2 of the Warrant Articles of Incorporation as a result of the ownership of such additional Units or Shares hereunder, so acquired by such Original Limited Partner (the number of Warrant Shares available for purchase hereunder at any given time may in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the exercise of such Redemption Right to comply with the provisions of said Section 5.2 of the Articles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be less than in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the amount stated on which would be payable to such Redeeming Partner pursuant to Section 5.3 of the face hereofArticles of Incorporation if such Excess Shares were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Schedule 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any form of waiver or exemption thereunder.

Exercise. (a) Exercise of Exercising Rights Holders may acquire Depositary Units and Preferred Units pursuant to Basic Subscription Rights and the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date Over-Subscription Privilege by delivery to the Company (or such other office or agency of the Company Agent as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice Prospectus of Exercise (i) the Subscription Certificate with respect thereto, duly executed by wire transfer such Unitholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the purchase price of $ __________ for each four Depositary Units and one Preferred Unit subscribed for by exercise of Basic Subscription Rights and the Over-Subscription Privilege, in U.S. dollars by money order or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified bank in the applicable Notice of Exercise. If the Holder is required to make any payments United States, in each case payable to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure order of the Company to pay Agent for the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all account of the Warrant Shares available hereunder and the Warrant has been Partnership. (b) Rights may be exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and at any time after the date of such purchasesissuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. New York time on the Expiration Date. Upon For the purpose of determining the time of the exercise of any Rights, (c) Notwithstanding the provisions of Section 4(a) and 4(b) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 p.m. New York time on the Expiration Date, if prior to such time the Agent receives a Notice of Guaranteed Delivery from a bank, a trust company or a New York Stock Exchange member guaranteeing delivery of (i) payment of the Warrants represented hereby, full Subscription Price for the Company shall deliver Depositary Units and Preferred Units subscribed for pursuant to the Holder exercise of Basic Subscription Rights and any additional Preferred Units and Depositary Units subscribed for pursuant to the Over-Subscription Privilege and (ii) a warrant properly completed and executed Subscription Certificate, then such exercise grid in of Basic Subscription Rights and the form attached Over-Subscription Privilege shall be regarded as Annex B hereto timely, subject, however, to receipt of the duly executed Subscription Certificate and full payment for the Depositary Units and Preferred Units by the Agent within five business days after the Expiration Date (the "Exercise GridProtect Period"). (d) with notations as Within seven business days following the end of the Protect Period, the Agent shall send to each Exercising Rights Holder (or, if Depositary Units on the Record Date are held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee) the certificates representing the Depositary Units and Preferred Units acquired pursuant to the number of Warrants so exercisedBasic Subscription Rights, and, if applicable, the Warrant Shares so issued Over-Subscription Privilege. Any excess payment to be refunded by the Partnership to an Exercising Rights Holder who is not allocated the full amount of Depositary Units and Preferred Units subscribed for pursuant to the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancyOver-Subscription Privilege, the Exercise Grid shall be controlling and determinative in mailed by the absence of manifest error. The Holder by acceptance of this Warrant Agent to him or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), her within seven business days following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofProtect Period.

Exercise. A. A Norwegian Rights Holder may exercise Rights held by such Rights Holder by properly completing, signing and delivering appropriate legally valid, binding and enforceable subscription documentation to be prepared and furnished by the Agent (a) Exercise “Subscription Documentation”), together with payment in full of the purchase rights represented Subscription Price for the aggregate number of Underlying Shares subscribed for pursuant to such Rights Holder’s exercise of the Basic Subscription Privilege. Subject to Section 6, below, such Subscription Documentation and payment of the Subscription Price must be received by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or Agent before the Termination Date by delivery to Expiration Time, and a Right will not be deemed exercised until the Company (or such other office or agency Agent receives both payment of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of Subscription Price and a duly executed copy of such Subscription Documentation. Once a Norwegian Rights Holder has exercised a Right, such exercise may not be revoked. The Rights will expire at the Notice Expiration Time. The Company may notify the Agent either orally or in writing of Exercise Form attached as Annex A heretoany extension of the Expiration Time. Within three Trading Days following If the date Company gives an oral notice of exercise as aforesaidan extension, the Holder shall deliver the aggregate Exercise it will confirm such extension in writing. B. The Subscription Price for the shares specified will be payable in the applicable Notice of Exercise United States dollars (“USD”) by wire transfer of funds to the USD account of the Agent, as agent for the Company maintained for such purpose at DnB NOR, SWIFT XXXXXXXX, A/C Glitnir Securities AS, USD A/C No: 7012.04.41939 (for further credit to CanArgo Energy Corporation Rights Offering). The Subscription Price will be deemed to have been received by the Agent only upon receipt of collected funds in the Agent’s account designated above, in payment of the Subscription Price, on or cashier's check drawn before 5:30 P.M. local Central European Time (“CET”) on a October 17, 2008. C. If such Subscription Documentation furnished by the Norwegian Rights Holder does not indicate the number of Underlying Shares subscribed for or if the Subscription Price payment forwarded to the Agent is insufficient to purchase the number of Underlying Shares subscribed for, the Norwegian Rights Holder will be deemed to have exercised the Basic Subscription Privilege with respect to the maximum number of whole Underlying Shares that may be subscribed for based on the Subscription Price delivered to the Agent and, to the extent that the payment delivered by such Norwegian Rights Holder exceeds the aggregate Subscription Price with respect to the Basic Subscription Privilege, the Norwegian Rights Holder will be refunded the amount of the overpayment without interest. D. Rights held by Norwegian Rights Holders shall be transferred, and the exercise of the Basic Subscription Privilege shall be effected, through the facilities of the VPS System. E. The Agent will pay to, credit to the account of, or otherwise transfer to the Company an amount in US dollars equivalent to all funds received by the Agent in USD in payment of the Subscription Price for Underlying Shares subscribed for pursuant to the Basic Subscription Privilege as soon as practicable following the Expiration Time. Pending such payment, all such funds shall be handled and transmitted in accordance with the provisions of Rule 15c2-4 under the United States bankSecurities and Exchange Act of 1934, unless as amended. F. The Company may notify the cashless exercise procedure specified Agent either orally or in Section 2(cwriting that (1) below it will not issue shares of Common Stock to any Rights Holder who is specified required, in the applicable Notice Company’s sole judgment and discretion, to obtain prior clearance, approval or non-disapproval from any foreign or domestic state or federal bank regulatory authority to own or control such shares unless, prior to the Expiration Time, evidence of Exercise. If the Holder is required to make any payments such clearance, approval or non-disapproval has been provided to the Company's stock transfer agent ; or (2) it will limit the number of shares issuable to any Rights Holder if, as a result of exercises of Rights, in connection with its exercise of this Warrant resulting from the aggregate or to any failure or alleged failure of the Company to pay the transfer agentRights Holder, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant tothere exists a risk, and receive a replacement Warrant from, in the Company)’s sole judgment and discretion, that certain tax benefits will be subject to limitation under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all "Code”) or there exists a risk of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered any other adverse tax consequence to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Subject to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a8.6, the Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), following which shall be irrevocable except as set forth in this Section 8.6(a). The redemption shall occur on the purchase Specified Redemption Date; provided, however, a Specified Redemption Date shall not occur until such later date as may be specified pursuant to any agreement with an Original Limited Partner. An Original Limited Partner may exercise a Redemption Right any time and any number of times. A Redeeming Partner may not exercise the Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the exercise of a portion Redemption Right hereunder and (ii) the issuance of a Share Amount pursuant to the exercise of a Redemption Right would violate the provisions of Section 5.2 of the Warrant Articles of Incorporation as a result of the ownership of such additional Units or Shares hereunder, so acquired by such Original Limited Partner (the number of Warrant Shares available for purchase hereunder at any given time may in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the exercise of such Redemption Right to comply with the provisions of said Section 5.2 of the Articles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be less than in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the amount stated on which would be payable to such Redeeming Partner pursuant to Section 5.3 of the face hereofArticles of Incorporation if such Excess Shares were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Schedule 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any form of waiver or exemption thereunder.

Exercise. Landlord hereby grants to Tenant one (a1) Exercise option (referred herein to as the "Option") to renew and extend the term of this Lease for a period of three (3) years (such three-year term is referred to herein as the "Option Term"). The Option must be exercised by written notice ("Option Notice") received by Landlord no later than the date that is six (6) months prior to the expiration of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after then current term of the Initial Exercise Date Lease and on or before no earlier than the Termination Date by delivery date that is nine (9) months prior to the Company (or such other office or agency expiration of the Company as it may designate by notice in writing to the registered Holder at the address then current term of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoLease. Within three Trading Days following the date of exercise as aforesaidFurthermore, the Holder Option shall deliver not be deemed to be properly exercised if Tenant is prohibited from exercising the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer Option pursuant to subparagraphs (i) or cashier's check drawn on a United States bank(ii), unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercisebelow. If the Holder Option is required not properly exercised within the Option Notice period in the manner prescribed herein, it shall expire and be of no further force and effect. Time is of the essence. Tenant may not revoke an election of the Option once Tenant makes an election to make exercise such Option. Provided that Tenant has properly exercised the Option, the term of the Lease shall be extended for the Option Term, and all terms, covenants and conditions of the Lease shall remain unmodified and in full force and effect, except that the Base Rent shall be modified as set forth in Paragraphs 2.3(b) below. (i) If Tenant is in default under any payments provision of this Lease, then Tenant may not exercise the Option. If Tenant's default is due to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company fact that Tenant has failed to pay a monetary amount due under the transfer agentLease, then the Holder Option may deduct not be exercised until such sums it pays monetary amount is paid before the transfer agent from Option Notice period expires. If such default is the total Exercise Price dueresult of Tenant's failure to perform a non-monetary obligation and Tenant has received written notice of such default, then Tenant may only exercise the Option if Tenant properly cures such non-monetary default within the stated cure period before the Option Notice period expires. Notwithstanding anything herein to The period of time within which the contrary (although the Holder Option may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder be exercised shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute extended or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, enlarged by reason of the provisions Tenant's inability to exercise such Option because of Tenant's default. (ii) The Option granted to Tenant in this Lease is personal to Tenant and may not be exercised or assigned, voluntarily or involuntarily, by or to any person or entity (including, but not limited to, any consented to or permitted assignee or sublessee under Article Nine of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less Lease) other than the amount stated on the face hereofnamed Tenant in Article One of this Lease. The Option herein granted to Tenant is not assignable to any person separate and apart from this Lease.

Exercise. Subject to the provisions of SECTION 10.11, Landlord hereby grants to Tenant an option (the "OFFICE FACILITY OPTION") to cause this Lease to be amended so as to (i) obligate Landlord to construct on Parcel C an addition (the "OFFICE FACILITY ADDITION") to the then-existing improvements located on any one or more of Parcels A, B and D and (ii) for all purposes of this Lease, add to and include within the definition of the "Premises" such Office Facility Addition, add to and include within the definition of the "Land" the land comprising Parcel C, and cause the Office Facility Addition to be deemed to be within the definition of a "Building", all on and subject to the terms and conditions set forth in this ARTICLE 45. The Office Facility Option shall be exercisable only (a) Exercise during the first seven years of the purchase rights represented by Term of this Warrant may be madeLease (the "FIRST OFFICE FACILITY OPTION PERIOD"), or (b) during the period (the "SECOND OFFICE FACILITY OPTION PERIOD") beginning on the first day of the eighth Lease Year and ending on the last day of the twentieth Lease Year if Tenant pays to Landlord the sum of $30,000.00 in whole cash on the first day (without any notices, extensions or grace periods except as expressly provided in part, at any time or times on or after SECTION 45.13) of the Initial Exercise Date eighth Lease Year and on the first day (without any notice, extensions or before the Termination Date by delivery to the Company (or such other office or agency grace periods) of each Lease Year thereafter until exercise of the Company as it may designate option. Tenant shall exercise the Office Facility Option, if at all, by delivering to Landlord within the First Office Facility Option Period (or, if this Option shall not theretofore have lapsed or terminated, the Second Office Facility Option Period) a written notice in writing (the "OFFICE FACILITY NOTICE") stating that Tenant is thereby unconditionally exercising the Office Facility Option. Tenant's failure for any reason whatsoever, whether or not within Tenant's control, to timely deliver the registered Holder at Office Facility Notice to Landlord within the address First Office Facility Option Period or, if all of the Holder appearing on annual $30,000.00 payments required to activate and continue the books effectiveness of the Company) of a duly executed copy of Office Facility Option have been timely paid, within the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following Second Office Facility Option Period, shall constitute Tenant's irrevocable election not to exercise the date of exercise as aforesaidOffice Facility Option and its irrevocable waiver and release thereof, the Holder and shall deliver the aggregate Exercise Price for the shares specified automatically and without any grace or cure period result in the applicable Notice permanent and complete expiration, lapsing and termination of Exercise by wire transfer or cashiersuch Option. Tenant's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agentrequired $30,000.00 sum on the first day of any Lease Year (without any extensions, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein notices or grace periods except as is expressly provided, with respect to the contrary first of such payments only, in SECTION 45.13 hereinbelow) within the Second Office Facility Option Period shall result in an automatic, immediate and permanent lapse and termination of the Office Facility Option (although but such lapse and termination shall not, by itself, terminate, diminish or affect in any way Tenant's obligation to pay all Impositions for or relating to Parcel C unless and until the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant conditions precedent to the Company until the Holder has purchased all termination of the Warrant Shares available hereunder and the Warrant has been exercised such obligations, as set out elsewhere in fullthis Lease, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder occurred and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(abeen satisfied), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Subject to Section 1, exercise of the purchase rights represented by this Warrant with respect to Warrant Shares may be madeeffected, in whole or in part, at any time or times on or after the Initial Exercise Warrant Effective Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly completed and executed copy of a notice of exercise substantially in the form attached hereto as Exhibit A (a “Notice of Exercise”). The date on which such delivery will have taken place (or be deemed to have taken place) will be referred to herein as the “Exercise Form attached as Annex A heretoDate”. Within three Trading two Business Days following the date of exercise as aforesaid, the Holder shall will deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise Exercise, at its option, (i) by wire transfer of immediately available funds or cashier's check drawn on a United States bank, unless the (ii) by cashless exercise procedure specified as set forth in Section 2(c) below is specified 2(d); provided, however, in the applicable Notice of Exercise. If event that the Holder is required to make any payments to has not delivered such aggregate Exercise Price within two Business Days following the Company's stock transfer agent in connection with its date of such exercise of this Warrant resulting from any failure or alleged failure of as aforesaid, the Company will not be obligated to pay the transfer agent, the Holder may deduct deliver such sums it pays the transfer agent from the total Exercise Price dueWarrant Shares hereunder until such payment is made. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall will not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall will surrender this Warrant to the Company for cancellation within two Trading three Business Days of after the date the final Notice of Exercise is delivered to the Companyrelevant event will have occurred. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall will have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall will maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall will deliver any objection to any Notice of Exercise Form within two Trading Business Days of delivery receipt of such notice. In the event of any dispute or discrepancyThe Holder, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereeWarrant, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise No issuance of Warrant Shares shall be made unless there is an effective registration statement under the 1933 Act, and registration or qualification of the purchase rights represented by this Warrant may be madeShares, in whole or in partan exemption therefrom, at any time has been obtained from state or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified regulatory authorities in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified jurisdiction in Section 2(c) below is specified in the applicable Notice of Exercisewhich such Warrant Shares are sold. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to deliver a prospectus that satisfies the Company until requirements of the Holder has purchased all with delivery of the Warrant Shares available hereunder and must have a registration statement (or a post-effective amendment to an existing registration statement) effective under the 1933 Act in order for the Company to comply with any such prospectus delivery requirements. The Company will advise the Warrant has Agent of the status of any such registration statement under the 1933 Act and of the effectiveness of the Company's registration statement or lapse of effectiveness. The Company will provide to the Warrant Agent written confirmation of all such registration or qualification, or an exemption therefrom, when requested by the Warrant Agent. The exercise of Warrants in accordance with this Agreement shall only be permitted during the Exercise Period. Warrants shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date. The exercise form shall be executed by the Registered Owner thereof or the Registered Owner's attorney duly authorized in full, in which case, the Holder writing and shall surrender this Warrant be delivered together with payment to the Company for cancellation within two Trading Days in cash or by official bank or certified check, of an amount in lawful money of the date the final Notice United States of Exercise is delivered to the CompanyAmerica. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder Such payment shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder be in an amount equal to the applicable Exercise Price as hereinabove defined. The Company shall redeliver, as soon as possible, the certificate representing the Warrant and exercise form to the Warrant Agent. The person entitled to receive the number of Warrant Shares purchaseddeliverable on such exercise shall be treated for all purposes as the Registered Owner of such Warrant Shares as of the close of business on the Exercise Date. The Holder Company shall not be obligated to issue any fractional share interests in Warrant Shares. If Warrants represented by more than one Warrant Certificate shall be exercised at one time by the same Registered Owner, the number of full Warrant Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full Warrant Shares issuable on such exercise. As soon as practicable on or after the Exercise Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares deliverable on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise. The Warrant Agent shall maintain records showing not deliver any Warrant Shares until it has received from the Company in writing verification that the aggregate exercise price for the Warrant Shares has been paid in full to the Company and has cleared. Following a determination by the Warrant Agent that collected funds have been received, the Warrant Agent shall issue share certificates representing the number of Warrant Shares purchased by the Registered Owner. Expenses incurred by the Warrant Agent, including administrative costs, and the date of such purchasesstandard fees imposed by the Warrant Agent for the Warrant Agent's services, shall be paid by the Company. Upon exercise of any The Warrant Agent shall render to the Company, at the completion of the Warrants represented herebyExercise Period, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to complete accounting setting forth the number of Warrants so exercised, the Warrant Shares so issued and the number identity of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of persons exercising such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunderWarrants, the number of Warrant Shares available for purchase hereunder at any given time may be less than issued and all expenses incurred by the amount stated on the face hereofWarrant Agent.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company) of a duly executed copy ); and, within 3 Trading Days of the date said Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following is delivered to the date of exercise as aforesaidCompany, the Holder Company shall deliver have received payment of the aggregate Exercise Price for of the shares specified in the applicable Notice of Exercise thereby purchased by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two 3 Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days 1 Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion 1 of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Global Warrant and in accordance with the procedures of DTC, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery delivering to the Company Warrant Agent, (or such other office or agency i) not later than 5:00 P.M., Eastern Time, on any Business Day during the Exercise Period a notice of exercise of the Company as it may designate by notice Warrants to be exercised (A) in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form form attached as Annex A hereto. Within three to the Global Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) , (ii) within one (1) Trading Day following the delivery of the Election to Purchase, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (iii) within the earlier of (A) two (2) Trading Days and (B) the number of Trading Days comprising the Standard Settlement Period (as defined in the Global Warrant) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for each Warrant to be exercised (and, if applicable, any taxes or charges due in connection with the shares specified exercise of such Warrants), in lawful money of the applicable Notice United States of Exercise America by (A) certified or official bank check or wire transfer or cashier's check drawn on from a United States bankbank payable to the Warrant Agent or (B) payment to the Warrant Agent through the DTC system, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Companyapplicable. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Global Warrant to the Warrant Agent until the Holder has purchased all of the Warrant Shares available hereunder and the Global Warrant has been exercised in full, in which case, the Holder shall surrender the Global Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Election to Purchase is delivered to the Company. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebyassignee, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereea Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof.

Exercise. Televisa shall have the right (athe “Post-IPO Purchase Right”) Exercise to elect to purchase all (or a portion) of the Televisa Purchase Right Shares at the Per Share Televisa Purchase Price by furnishing a written commitment notice to the Prospective Selling Stockholder(s) no later than forty-eight (48) hours after Televisa’s receipt of the applicable Post-IPO Sale Notice, specifying the number of Televisa Purchase Right Shares for which Televisa is exercising its Post-IPO Purchase Right and is committing to buy (the “Televisa Commitment Notice”). If Televisa does not furnish a notice that complies with the above requirements, including within the 48 hour time period, Televisa will be deemed to have waived its rights to purchase rights represented the Televisa Purchase Right Shares that were the subject of the applicable Post-IPO Sale Notice under this Section 4.5, and the Prospective Selling Stockholder(s) shall be free to Transfer all or any portion of Televisa Purchase Right Shares provided such Post-IPO Sale occurs within [ ] days of Televisa’s receipt of the applicable Post-IPO Sale Notice and, except for the actual price per share in a Post-IPO Public Sale, on terms and conditions not materially more favorable to the Post IPO Sale Buyer than set forth in the applicable Post-IPO Sale Notice. The Televisa Commitment Notice, and its obligation to purchase the applicable number of Televisa Purchase Right Shares specified therein, shall be irrevocable (x) for 48 hours in the case of a Post IPO Public Sale that is a registered block trade, (y) 14 days in the case of a Post IPO Public Sale that is an underwritten follow-on Public Offering and (z) 14 days in the case of Post IPO Sales not covered by this Warrant may be madeeither clause (x) or (y); provided, in whole or the case of clause (y) only, (A) Televisa shall have the right to terminate its commitment to purchase the Shares set forth in part, the Televisa Commitment Notice upon written notice to the Prospective Selling Stockholder(s) in the event that at any time during the applicable 14 day period the closing price for the Company’s Class A Common Stock on the principal stock exchange on which such shares are listed for trading exceeds 107.5% of the closing price of such Class A Common Stock on such stock exchange on the day (or times on or after if such day is not a trading day, the Initial Exercise Date most recent trading day) the Prospective Selling Stockholder(s) provided Televisa the Post-IPO Sale Notice (a “Price Change Termination Notice”) and on or before following a Price Change Termination Notice the Termination Date by delivery Prospective Selling Stockholder(s) shall not be permitted to make the applicable Post-IPO Public Sale unless they provide Televisa a new Post-IPO Sale Notice (provided Televisa shall have only 24 hours (not 48 hours) to decide whether to issue a new Televisa Commitment Notice with respect thereto) and (B) in the event the number of Shares to be sold in the applicable Post-IPO Public Sale would exceed the estimated number of Shares set forth in the applicable Post-IPO Sale Notice, the number of Shares in excess of such amount set forth in such Notice shall be treated as a separate Post-IPO Public Sale and a new Post-IPO Sale Notice shall be required to be given to Televisa with respect to the Company incremental amount (or but Televisa shall have 24 hours (not 48 hours) to make a Televisa Commitment Notice with respect to such other office or agency incremental amount); and provided, further, in the case of clause (z) only, (1) if the actual price per share in the applicable Post-IPO Sale would be greater than 107.5% of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares price per share specified in the applicable Post IPO Sale Notice, a new Post IPO Sale Notice shall be required and (2) in the event the number of Exercise by wire transfer or cashier's check drawn on a United States bank, unless Shares to be sold in such Post-IPO Sale would exceed the cashless exercise procedure specified in Section 2(c) below is number of Shares specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunderPost IPO Sale Notice, the number of Warrant Shares available for purchase hereunder at any in excess of such amount set forth in such Notice shall be treated as a separate Post-IPO Sale and a new Post IPO Sale Notice shall be required to be given time may be less than to Televisa with respect to the incremental amount stated on the face hereof(provided Televisa shall have 24 hours (not 48 hours) to provide a Televisa Commitment Notice with respect thereto).

Exercise. At any time, or from time to time, at or prior to the Expiry Time (athe “Exercise Period”), the Holder may exercise all or any number of whole Warrants represented hereby, upon delivering to the Corporation at its principal office by facsimile or e-mail (or e-mail attachment) noted above a duly completed and executed exercise notice in the form attached hereto as Schedule “B” (the “Exercise Notice”) evidencing the election (which on delivery to the Corporation shall be irrevocable except as provided in Section 2 and 4 hereof) of the purchase rights Holder to exercise the number of Warrants set forth in the Exercise Notice (which shall not be greater than the number of Warrants represented by this Warrant may be made, in whole or in part, at any Certificate as adjusted from time or times on or after the Initial Exercise Date to time pursuant to Sections 5 and on or before the Termination Date by delivery to the Company (or such other office or agency 6 of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretothis Warrant Certificate). Within three the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(b)) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares Warrant Shares specified in the applicable Exercise Notice of Exercise by wire transfer or cashier's ’s check drawn on a payable in United States bankdollars. No ink-original Exercise Notice shall be required, unless the cashless exercise procedure specified in Section 2(cnor shall any medallion guarantee (or other type of guarantee or notarization) below is specified in the applicable of any Exercise Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebe required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant Certificate to the Company Corporation until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Corporation for cancellation within two three (3) Trading Days of the date the final Exercise Notice of Exercise is delivered to the CompanyCorporation. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Corporation shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any If the Holder is not exercising all Warrants represented by this Warrant Certificate, the Holder shall be entitled to receive upon the surrender of the Warrants represented herebyoriginal of this Warrant Certificate, the Company shall deliver to the Holder without charge, a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to new Warrant Certificate representing the number of Warrants so exercised, which is the difference between the number of Warrants represented by the then original Warrant Shares so issued Certificate and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofbeing so exercised.

Exercise. (a) Exercise of the purchase rights represented by this Warrant Rights may be made, in whole or in part, exercised at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery prior to the Company Expiration Time upon the terms and conditions set forth in the Prospectus, the Subscription Agreement and in this Agreement. a. The Rights Offering is eligible for the Automated Subscription Offer Program (or "ASOP") of DTC. Because all Record Holders are DTC participants, all rights must be exercised through ASOP. If an Eligible Rights Holder wishes to purchase Shares through the exercise of Rights issued in the Rights Offering, the Record Holder will transmit the notice of exercise by electronic message through ASOP with sufficient time for DTC to send such other office or agency message to the Subscription Agent at the Expiration Time. DTC will then send such message to the Subscription Agent for the Rights Offering for its acceptance. Delivery of such message by DTC indicates that the Eligible Rights Holder of such Notes will be bound to the terms and conditions of the Company as it may designate by notice in writing Rights Offering (including the authorization that the Subscription Price be debited from the Record Holder's DTC account). Along with the electronic message through ASOP, the Record Holder must also provide to the registered Subscription Agent either an executed Subscription Agreement or a Nominee Holder at Confirmation. b. The Company will issue a maximum of 5,371,120 Shares in the address Rights Offering. c. If either the number of the Rights being exercised is not specified in the electronic message through ASOP, the Subscription Agreement or the Nominee Holder appearing on Certification, or the books payment delivered is not sufficient to pay the full aggregate Subscription Price for all of the Company) of a duly executed copy Shares stated to be subscribed for, an Eligible Rights Holder will be deemed to have exercised the maximum number of the Notice Rights that could be exercised for the amount of Exercise Form attached as Annex A heretothe payment delivered. Within three Trading Days following If the date payment delivered to the Subscription Agent by a Record Holder on behalf of exercise as aforesaid, the an Eligible Rights Holder shall deliver exceeds the aggregate Exercise Subscription Purchase Price for the shares specified number of the Rights evidenced by the Subscription Agreement or Nominee Holder Certification delivered, any excess payment will be returned to such Record Holder for the account of such Eligible Rights Holder by the Subscription Agent as soon as practicable by mail, without interest or deduction. d. The Subscription Agent shall accept any subscription if, prior to the Expiration Time, the Subscription Agent has received the duly completed Subscription Agreement or Nominee Holder Certification and notice of exercise through ASOP along with payment of the full Subscription Price for the Shares subscribed for in the applicable Notice Rights Offering. e. The Subscription Price shall be paid in accordance with the customary procedures of Exercise by wire transfer or cashier's check drawn on a United States bankASOP. f. Once an Eligible Rights Holder has exercised its Rights, unless the cashless such exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofrevoked.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or before after the Termination Exercise Date the Company shall cause to be issued and delivered by delivery the Transfer Agent, to the Company person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (or such other office or agency plus a certificate for any remaining unexercised Warrants of the Company as it may designate by notice in writing Registered Holder). (b) The Board of Directors has approved and determined to submit to stockholders a certificate of amendment to the registered Holder at Company's Certificate of Incorporation to increase the address number of shares of authorized Common Stock to 60,000,000 shares (the "Proposed Charter Amendment"). It is understood that if the Proposed Charter Amendment is not filed with the Secretary of State of Delaware by the Initial Warrant Exercise Date, after reserving the number of shares of Common Stock issuable upon conversion of the Holder appearing on Series B Preferred Stock sold in the books Private Placement, including the Series B Preferred Stock underlying the Placement Agent Option, the Company may not have a sufficient number of shares of Common Stock authorized and available for issuance upon exercise of this Warrant. Therefore, prior to the filing of the Company) Proposed Charter Amendment, a holder of a duly executed copy this Warrant shall be allowed to exercise this Warrant for only that number of shares of Common Stock equal to the product of the Notice number of Exercise Form attached as Annex A hereto. Within three Trading Days following authorized, unissued and unreserved shares of Common Stock on the date of exercise as aforesaidmultiplied by a fraction, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice numerator of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below which is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have issuable upon exercise of the effect Warrant held by such holder and the denominator of lowering which is the outstanding total number of Warrant Shares purchasable hereunder issuable upon exercise of the Warrants sold in an amount equal to the applicable number of Private Placement, including the Placement Agent Option. (c) The Registered Holder may, at its option, at any time on or after the Initial Warrant Shares purchased. The Holder and the Company shall maintain records showing Exercise Date, exchange Warrants on a cashless basis, in whole or in part (a "Warrant Exchange"), for the number of Warrant Shares purchased and determined in accordance with this Section (4)(c), by surrendering the date of such purchases. Upon exercise of any Warrant Certificate at the principal office of the Warrants represented herebyCompany, the Company shall deliver accompanied by a notice stating such Registered Holder's intent to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to effect such exchange, the number of Warrants so exercisedto be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the Warrant Shares so issued and date the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant Certificate of like tenor evidencing the balance of the Warrants remaining subject to the surrendered Warrant Certificate, shall be issued as of the Exchange Date and delivered to the Registered Holder within two Trading Days of delivery of such noticeseven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant Certificate shall represent the event of any dispute or discrepancy, the Exercise Grid shall be controlling right to subscribe for and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, acquire the number of Warrant Shares available (rounded to the next highest integer) equal to (i) the number of Warrants specified by the Registered Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market price of a share of Common Stock. Current market price shall have the meaning set forth Section 11 hereof, except that for purchase hereunder at any given time may be less than purposes hereof, the amount stated on date of exercise, as used in such Section 11 hereof, shall mean the face hereofExchange Date.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on June 14, 2002 and prior to 5:00 P.M., Eastern Standard Time on June 14, 2005, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or after the Initial Exercise Date and on proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or before official bank check payable to the Termination Date order of the Company or by delivery wire transfer of immediately available funds in a manner mutually acceptable to the Company (or such other office or agency of the Company as it may designate by notice Holder. If this Warrant is exercised in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidpart, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding 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 name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is 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 any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the average Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) may issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion third anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Subject to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a8.6, the Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), following which shall be irrevocable except as set forth in this Section 8.6(a). The redemption shall occur on the purchase Specified Redemption Date; provided, however, a Specified Redemption Date shall not occur until on or after the First Redemption Date (or such later date as may be specified pursuant to any agreement with an Original Limited Partner); and provided further that a holder of Class A Units shall not exercise a Redemption Right until as of the first Subsequent Closing. An Original Limited Partner may exercise a Redemption Right any time after the date hereof with an effective Specified Redemption Date as of a portion date on or after the First Redemption Date and any number of times; provided, however, that a holder of Class A Units shall not exercise a Redemption Right until as of the Warrant first Subsequent Closing. A Redeeming Partner may not exercise the Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares hereunder, otherwise than pursuant to the exercise of a Redemption Right hereunder and (ii) the issuance of a Share Amount pursuant to the exercise of a Redemption Right would violate the provisions of Section 5.2 of the Articles of Incorporation as a result of the ownership of such additional Units or Shares so acquired by such Original Limited Partner (the number of Warrant Shares available for purchase hereunder at any given time may in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the exercise of such Redemption Right to comply with the provisions of said Section 5.2 of the Articles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be less than in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the amount stated on which would be payable to such Redeeming Partner pursuant to Section 5.3 of the face hereofArticles of Incorporation if such Excess Shares were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Schedule 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any form of waiver or exemption thereunder.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be made, in whole or in part, at exercised one time on any time or times on or after the Initial Exercise Date and business day on or before the Termination Date expiration date listed above by delivery presentation and surrender hereof to the Company (or such other Corporation at its principal office or agency of a written exercise request and the Exercise Price in lawful money of the Company as it may designate United States of America in the form of a wire transfer or check, subject to collection, for the Warrant Shares specified in the exercise request. Upon receipt by notice in writing to the registered Holder at the address Corporation of an exercise request and representations, together with proper payment of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPrice, at such office, the Holder shall deliver be deemed to be the aggregate Exercise Price for holder of record of the shares specified in Warrant Shares, notwithstanding that the applicable Notice stock transfer books of Exercise by wire transfer the Corporation shall then be closed or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments that certificates representing such Warrant Shares shall not then be actually delivered to the Company's stock Holder. The Corporation shall pay any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in connection with its exercise of this Warrant resulting from any failure or alleged failure respect of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender issue or delivery of the Warrant to, and receive a replacement Warrant from, Shares. (b) At any time during the Companyperiod from issuance to expiration (the "Exercise Period"), the Holder shall not be required to physically surrender may, at its option, exchange this Warrant, (a "Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullExchange"), in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing into the number of Warrant Shares purchased and determined in accordance with this Section (1)(b), by surrendering this Warrant at the date of such purchases. Upon exercise of any principal office of the Warrants represented herebyCompany, the Company shall deliver accompanied by a written notice stating such Holder's intent to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of effect such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunderexchange, the number of Warrant Shares available for purchase hereunder at any given time to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received by the Company or such later date as may be specified in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within ten (10) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less than (ii) the amount stated on number of Warrant Shares equal to the face hereofquotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall be the average closing trading price for the 5 trading day period prior to the Exchange Date.

Exercise. Rights may be exercised at any time during the Offering Period upon the terms and conditions set forth in the Prospectus and in this Agreement. (a) Exercise Rights may be exercised by completing and executing the exercise portion of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date Subscription Certificate and on or before the Termination Date by delivery delivering it to the Company (or such other office or agency Subscription Agent along with payment of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Subscription Price for the shares specified aggregate number of Common Shares subscribed prior to 5:00 p.m. Eastern Standard Time on the Expiration Date. (b) A subscription will be accepted by the Subscription Agent if, prior to 5:00 p.m. Eastern Standard Time on the Expiration Date, the Subscription Agent has received full payment for the Common Shares and a notice of guaranteed delivery guaranteeing delivery of a properly completed and executed Subscription Certificate. The Subscription Agent will not honor a notice of guaranteed delivery unless a properly completed and executed Subscription Certificate is received by the Subscription Agent by the close of business on the third business day after the Expiration Date. (c) The Subscription Price shall be paid in the applicable Notice of Exercise by wire transfer or cashier's check United States dollars, by: (i) bank draft drawn on upon a United States bankbank or a postal, unless telegraphic or express money order payable to the cashless Subscription Agent or (ii) wire transfer of funds to the account maintained by the Subscription Agent for such purpose: ___________________ Bank, ABA No. ____________, A/C __________________. (d) Once a Registered Holder has exercised Rights, such exercise procedure specified in Section 2(cmay not be revoked or rescinded. (e) below is specified in If a Registered Holder does not specify the applicable Notice number of Exercise. If Rights being exercised on the Subscription Certificate, or if the payment by the Registered Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company not sufficient to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased purchase price for all of the Warrant Common Shares available hereunder and that the Warrant has been exercised in full, in which caseRegistered Holder indicated on the Subscription Certificate, the Registered Holder shall surrender this Warrant will be deemed to have exercised the Company maximum number of Rights that could be exercised for cancellation within two Trading Days the amount of the date the final Notice of Exercise is payment that it delivered to the Company. Partial exercises of this Warrant resulting Subscription Agent. (f) If the Registered Holder's payment exceeds the Subscription Price for all the Rights shown on its Subscription Certificate, its payment will be applied, until depleted, to subscribe for Common Shares in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal following order: (i) to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing subscribe for the number of Warrant Common Shares, if any, that such Registered Holder indicated on the Subscription Certificate that it wished to purchase through its Basic Rights; (ii) to subscribe for Common Shares purchased until its Basic Rights have been fully exercised and (iii) to subscribe for additional Common Shares pursuant to such Registered Holder's Over-subscription Rights. Any excess payment remaining after the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver foregoing allocation will be returned to the Registered Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations soon as to the number of Warrants so exercisedpracticable by mail, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute without interest or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofdeduction.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised by the Registered Holder thereof commencing at any time or times on or after the Initial effective date of the Company's prospectus for this Offering, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or before after the Termination Date by delivery to Exercise Date, if one or more Warrants have been exercised, the Company (or such other office or agency Warrant Agent on behalf of the Company as it may designate by notice 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 any one or more 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 registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPrice, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the bank account. (b) The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the Holder has purchased all of same time by the Warrant Shares available hereunder and the Warrant has been exercised in fullsame Registered Holder, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and whole shares which shall be issuable upon such exercise thereof shall be computed on the date basis of such purchasesthe aggregate number of shares purchasable on exercise of the Warrants presented. Upon If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any of the Warrants represented herebyWarrant (or specified portion thereof), the Company shall deliver pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the Holder a warrant date of exercise grid of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the form attached as Annex B hereto (over-the-counter market, the "Exercise Grid") with notations as current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the number date of Warrants so exercisedexercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the Warrant Shares so issued and the number current market value of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice a share of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Common Stock shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereean amount, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be not less than the amount stated on book value thereof as of the face hereofend of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise Form attached as Annex A in the form annexed hereto. Within the earlier of (i) three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise delivery of the Notice of Exercise to the Company as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier's certified check drawn on a United States bank, or bank draft unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. 1 Number of warrants to equal (i) 30% of each Purchaser’s Principal Amount in respect of the First Tranche Closing divided by the VWAP of the Common Stock on December 28, 2022 minus (ii) the number of Warrants issued to each Purchaser under the First Tranche Closing. 2 The Initial Exercise Date will be the applicable date of the Amendment. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form attached as Annex A heretoannexed hereto (the “Notice of Exercise”). Within three the earlier of (i) two Trading Days following the date of exercise as aforesaidaforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If In the event that the Holder is required to make any payments to the Company's ’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancyThe Holder, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereeWarrant, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Shareholders may acquire shares of Common Stock pursuant to the purchase rights represented by this Warrant may be madeBasic Subscription Privilege, in whole or in partand, at any time or times on or after if available, pursuant to the Initial Exercise Date and on or before the Termination Date Oversubscription Privilege by delivery to the Company (or such other office or agency of the Company Agent as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice Prospectus of Exercise (i) the Subscription Certificate with respect thereto, duly executed by such Shareholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the purchase price of $[ ] for each share of Common Stock subscribed for by exercise of such Rights (the "Subscription Price"), in U.S. dollars by wire transfer or cashier's by money order or check drawn on a bank in the United States bankStates, unless in each case payable to the cashless order of the Agent. In the case of holders of Rights that are held of record through a Depository (as defined below), exercises of the Basic Subscription Privilege (but not the Oversubscription Privilege) may be effected by instructing the Depository to transfer Rights (such Rights "Depository Rights") from the Depository's account of such holder to the Depository account of the Agent, together with payment of the Subscription Price for each Underlying Share subscribed for pursuant to the Basic Subscription Privilege. The Oversubscription Privilege in respect of Depository Rights may not be exercised through the Depository. The holder of a Depository Right may exercise procedure specified the Oversubscription Privilege in Section 2(crespect of such Depository Right by properly executing and delivering to the Agent at or prior to 5:00 p.m., New York City time, on the Expiration Date, a Nominee Holder Oversubscription Exercise Form, substantially in the form attached hereto as Exhibit B or a Notice of Guaranteed Delivery, together with payment of the appropriate Subscription Price for the number of Underlying Shares for which the Oversubscription Privilege is to be exercised. Payments will be deemed to have been received by the Agent only upon (i) below is clearance on any uncertified check (for purposes hereof, an uncertified check will be deemed to clear when the Agent has received good funds therefrom), (ii) receipt by the Agent of any certified check or money order or (iii) receipt of good funds by wire transfer to the Agent's account. Nominees, (as defined below) who, on behalf of beneficial owners, exercise the Basic Subscription Privilege and who wish to exercise the Oversubscription Privilege, must properly execute and deliver to the Agent at or prior to 5:00 p.m., New York City time, on the Expiration Date a Nominee Holder Oversubscription Exercise Form and a Nominee Holder Certification, substantially in the form attached hereto as Exhibit C. (b) Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. New York time on the Expiration Date. For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the Shareholder Services Division of the Agent specified in the applicable Prospectus. Once a Shareholder has exercised the Basic Subscription Privilege or the Oversubscription Privilege, such exercise may not be revoked. (c) Notwithstanding the provisions of Section 4(a) and 4(b) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York time on the Expiration Date, if prior to such time the Agent receives a Notice of Exercise. If Guaranteed Delivery by facsimile (telecopy) or otherwise from a member firm of a registered national securities exchange or a member of the Holder is required National Association of Securities Dealers, Inc., or from a commercial bank or trust company having an office or correspondent in the United States (each, an "Eligible Institution") guaranteeing delivery of a properly completed and executed Subscription Certificate, then such exercise of the Basic Subscription Privilege and Oversubscription Privilege shall be regarded as timely, subject, however, to make any payments receipt of (i) the duly executed Subscription Certificate by the Agent within five NASDAQ trading days after the Expiration Date (the "Protect Period") and (ii) payment in full of the subscription price (subject to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure right of the Company to pay waive advance payment in respect of the transfer agent, Oversubscription Privilege as described above) prior to 5:00 p.m. on the Holder may deduct Expiration Date. (d) As soon as practicable after the valid exercise of Rights (for purposes hereof an exercise will not be treated as valid until such sums it pays time as the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the CompanyAgent receives good funds), the Holder Agent shall not be required send to physically surrender this Warrant each exercising Shareholder (an "Exercising Shareholder") (or, if shares of any Common Stock on the Record Date are held by Depository Trust Company, Midwest Securities Trust Company, Philadelphia Depository Trust Company (each a "Depository") or any other depository or nominee (together with the Depositories, "Nominees"), to such Nominee) the share certificates representing the shares of Common Stock acquired pursuant to the Company until Basic Subscription Privilege. As soon as practicable after the Holder has purchased Expiration Date and after all pro rations and adjustments contemplated by the terms of the Warrant Shares available hereunder and the Warrant has Rights Offering have been exercised in full, in which caseeffected, the Holder Agent shall surrender this Warrant send to each Exercising Shareholder or Nominee who exercises an Oversubscription Privilege certificates representing the shares of Common Stock acquired pursuant to the Oversubscription Privilege, along with a letter explaining the allocation of shares of Common Stock pursuant to the Oversubscription Privilege. (Any excess payment to be refunded by the Company to an Exercising Shareholder who is not allocated the full amount of shares of Common Stock subscribed for cancellation within two Trading Days pursuant to the Oversubscription Privilege, shall be mailed by the Agent to him or her without interest or deduction as soon as practicable after the Expiration Date and after all prorations and adjustments contemplated by the terms of the date Rights Offering have been effected.) (e) If an exercising Rights holder has not indicated the final Notice number of Exercise Rights being exercised, or if the Subscription Price payment forwarded by such holder to the Agent is not sufficient (subject to the fifth sentence of Section 4(a) above) to purchase the number of shares subscribed for, the Rights holder will be deemed to have exercised the Basic Subscription Privilege with respect to the maximum number of whole Rights which may be exercised for the Subscription Price delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of Agent and, to the total extent that the Subscription Price payment delivered by such holder exceeds the Subscription Price multiplied by the number of Warrant Shares available hereunder shall Rights exercised (such excess being the "Subscription Excess"), the holder will be deemed to have exercised its Oversubscription Privilege to purchase, to the effect of lowering the outstanding extent available, a number of Warrant whole Underlying Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and quotient obtained by dividing the Company shall maintain records showing Subscription Excess by the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofSubscription Price.

Exercise. Warrants may be exercised, in whole or in part (a) Exercise but not as to fractional shares), by surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the purchase rights represented aggregate Exercise Price for the Warrant Shares for which such Warrants are being exercised at the Company's principal offices at Xxx Xxxx Xxxx Xxxxxx, Xxx Xxxxxx, XX 00000. The Exercise Price shall be payable by this Warrant certified or official bank check. The aggregate Exercise Price may also be madepaid, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to of shares of Series A Preferred Stock or common stock, $.01 par value, of the Company (or such other office or agency of "Common Stock") owned by the Company Holding having an average Fair Market Value (as it may designate by notice in writing defined below) on the five business days ending two days immediately prior to the registered Holder at Exercise Date (as defined below) equal to the address portion of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for being paid in such shares. In addition, the shares Warrants may be exercised, by surrendering the Warrant Certificate in the manner specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bankthis Section 3, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required together with irrevocable instructions to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender issue in exchange for the Warrant to, and receive a replacement Warrant from, Certificate the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect shares of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount Series A Preferred Stock equal to the applicable number product of Warrant Shares purchased. The Holder and the Company shall maintain records showing (a) the number of Warrant Shares purchased shares as to which the Warrants are being exercised multiplied by (b) a fraction the numerator of which is the average Fair Market Value of a share of Series A Preferred Stock on the five business days ending two days immediately prior to the Exercise Date less the Exercise Price therefor and the date denominator of which is such purchasesFair Market Value. Upon exercise of any In the case of the Warrants represented herebypurchase of less than all the shares of Series A Preferred Stock purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate and shall execute and deliver to a new Warrant Certificate of like tenor for the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion unexercised balance of the Warrant Shares hereunderShares. For purposes hereof, "Exercise Date" shall mean the number date on which all deliveries required to be made to the Company upon exercise of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofWarrants pursuant to this Section 3.1 shall have been made.

Exercise. (a) Exercise of the purchase rights represented by this Warrant Warrants may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Exercise Date Effective Date, but not after the Expiration Date, upon the terms and on or before the Termination Date by delivery subject to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified conditions set forth herein and in the applicable Notice Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the Exercise Form thereon duly executed by wire transfer the Registered Holder thereof with such Registered Holder's signature guaranteed, together with payment in cash or by bank or cashier's check drawn on a made payable to the order of the Company, of an amount in lawful money, of the United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount America equal to the applicable number of Exercise Price, has been received in good funds by the Warrant Shares purchasedAgent or the Company. The Holder and If received by the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebyCompany, the Company shall deliver the original Warrant Certificate and Exercise Form to the Holder Warrant Agent as soon as practicable. 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 warrant 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 grid 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 shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the form attached as Annex B hereto Company's bank account. (b) If any Warrants are exercised which exercise was solicited by a broker-dealer with whom the Company agreed in writing to pay a solicitation fee for exercise of the Warrant (a "Broker-Dealer"), then the soliciting Broker-Dealer shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of not less than six percent (6%) and not greater than ten percent (10%), the exact percentage to be determined by a separate agreement between the Company and the Broker-Dealer, of the aggregate price of the Warrants so exercised (the "Exercise GridFee"); provided, that, at the time of exercise, (i) with notations as the market price of the Company's Common Stock is equal to or greater than the Exercise Price, (ii) the Broker-Dealer is a member of the National Association of Securities Dealers, Inc., (iii) the Warrant is not held in a discretionary account, unless prior specific written approval for exercise has been received by the Broker-Dealer from its customer, (iv) disclosure of the compensation arrangement is made in documents provided to the number holders of Warrants so exercisedthe Warrants, and (v) the solicitation of the Warrant is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. Within five (5) days after the end of each month, the Warrant Shares so issued and Agent will notify the number Company of each Warrant Certificate which has been properly completed for exercise by holders of Warrants still outstanding hereunderduring the last month. The Warrant Agent will provide the Company with such information, in connection with the exercise of each Warrant, as the Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such noticereasonably request. In the event that an Exercise Fee is paid to a Broker-Dealer with respect to a Warrant which was not properly completed for exercise or in respect of which such Broker-Dealer is not entitled to an Exercise Fee, such Broker-Dealer will return such Exercise Fee to the Company. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any dispute Warrant or discrepancyWarrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be rounded up to the nearest whole figure. (d) Anything in this Section 4 notwithstanding, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission, and there shall be then effective, a registration statement under the Securities Act of 1933, as amended (the "Act") covering the offer and sale of the shares of Common Stock issuable upon exercise of such Warrant and such offer and sale of the shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrant. (e) In addition, if it is required by law and upon instruction by the Company, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Warrant Agent will deliver to each Registered Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of a prospectus that complies with the provisions of this Section 2(a), following the purchase of a portion 5 of the Securities Act, as amended, and the Company agrees to supply the Warrant Shares hereunder, the Agent with a sufficient number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofprospectuses to effectuate that purpose.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, part at any time and from time to time, by the Registered Holder by surrendering this Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or times on by the Registered Holder’s duly authorized representative, at the principal office of the Company, or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or at such other office or agency of as the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the CompanyRegistered Holder, accompanied by either (i) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer cash or certified cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant payable to the Company until the Holder has purchased all (or wire transfer of immediately available funds), in lawful money of the Warrant Shares available hereunder and the Warrant has been exercised in fullUnited States, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice Exercise Price payable in respect of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased upon such exercise (the “Aggregate Exercise Price”); or (ii) a written notice to the Company that the Registered Holder is exercising this Warrant on a “cashless” exercise basis by authorizing the Company to withhold from issuance a number of shares of Preferred Stock issuable upon such exercise of the Warrant which, when multiplied by the Fair Market Value of the Preferred Stock (or Common Stock, as applicable), is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above (the “Exercise Date”), and the party entitled to receive the Preferred Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such Preferred Stock (or, if the Registered Holder elects to immediately convert the Warrant Shares into shares of Convertible Common Stock, the holder of record of such shares of Convertible Common Stock) as of the close of business on such date. (c) Within three (3) business days after the date of such purchases. Upon exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of full Warrant Shares to which the Warrants represented herebyRegistered 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 4 hereof; provided, however, that the Company shall deliver not be required to pay any tax that may be payable in respect of any transfer involving the Holder issuance and delivery of any such certificate upon exercise in a warrant exercise grid in name other than that of the form attached as Annex B hereto (Registered Holder. Notwithstanding the "Exercise Grid") with notations as to the number of Warrants so exercisedforegoing, the Warrant Shares so issued Registered Holder shall be solely responsible for any income taxes payable and arising from the number issuance or exercise of Warrants still outstanding hereunder. this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. (d) The Company shall deliver assist and cooperate with any objection Registered Holder required to make any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of governmental filings or obtain any dispute governmental approvals prior to or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company, which shall be at the Company’s sole cost and expense). (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any transfereeportion of this Warrant is to be made in connection with an IPO (as defined below), acknowledges and agrees thatChange of Control (as defined below), by reason or any other transaction or event, such exercise may, at the election of the provisions Registered Holder, be conditioned upon consummation of this Section 2(a), following such transaction or event and in which case such exercise shall not be deemed effective until the purchase consummation of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofsuch transaction or event.

Exercise. The Put Option may be exercised by ADPM at any time within 15 (fifteen) Business Days following (i) a disagreement between Aeroinvest and ADPM with respect to any decision adopted by the Board of Directors of SETA or by an Ordinary or Extraordinary Shareholders Meeting of SETA, which having being previously subject to a vote at a meeting of the Board of Directors of SETA or at an Ordinary or Extraordinary Shareholders Meeting of SETA, was not approved with the favorable vote of the Shares owned by ADPM or of the Directors nominated by ADPM, or (ii) a Board of Directors of GACN or an Ordinary or Extraordinary Shareholders Meeting of GACN held without first having held a Board of Directors of SETA to adopt, as between Aeroinvest and ADPM, the common proposals and positions to be submitted or approved by (a) Exercise the individuals nominated by SETA as board members in the board of GACN in respect of any and all matters to be decided in such board meeting of GACN; or (b) SETA in such shareholders meeting of GACN in respect of any and all matters to be decided in such shareholders meeting of GACN; provided that such failure to hold first such a Board of Directors of SETA does not derive from ADPM’s failure to attend such Board of Directors of SETA for reasons within its control. The date on which the purchase rights represented by this Warrant Board of Directors of SETA or Ordinary or Extraordinary Shareholders Meeting of SETA referred to in (i) above is held and/or the date on which the Board of Directors of GACN or Ordinary or Extraordinary Shareholders Meeting of GACN referred to in (ii) above is held, hereinafter the “Date of Disagreement”. A Put Option may be made, in whole or in part, at any time or times on or after exercised by ADPM by delivering a written notice to Aeroinvest (a “Put Option Notice”) specifying the Initial Exercise Date and on or before the Termination Date by delivery to the Company Put Option Price (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Companydefined below), the Holder whereupon ADPM shall not be required to physically surrender this Warrant to the Company until the Holder has purchased sell and Aeroinvest shall purchase all of the Warrant such Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder owned by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofADPM.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company) of a duly executed copy ); and, within 3 Trading Days of the date said Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following is delivered to the date of exercise as aforesaidCompany, the Holder Company shall deliver have received payment of the aggregate Exercise Price for of the shares specified in the applicable Notice of Exercise thereby purchased by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two 3 Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days 1 Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.