Common use of Exercise Clause in Contracts

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net cashless exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.42.5, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates or transfer agent book-entries evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant warrant or Warrants 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This Warrant Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may be exercised prior to its expiration pursuant to Section 2.5 hereof exercise the Option only by the Holder at any time or from time to time during the Exercise Period, by submitting the form a written “Notice of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, Exercise” to the Company at or its principal office, indicating whether designee on a form specified by the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On Company on or before the first Trading Day following date the date on Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company has received the Exercise Notice, the Company shall transmit reasonably requires; and d. be accompanied by electronic mail an acknowledgement of confirmation of receipt payment of the Exercise Notice. Subject to Section 2.4Price in full through one, this Warrant or a combination, of the following payment methods, which method(s) shall be deemed exercised for all purposes as indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the close of business on the day on which the Holder has delivered the Exercise Notice Price payable to the order of the Company; ii. The Aggregate direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, if anyfor the Shares with respect to which the Option is being exercised, shall be paid as part of a cashless exercise; iii. unless the Administrator determines otherwise, by wire transfer surrender to the Company within five (5) Business Days of shares of Common Stock with a Fair Market Value on the date of exercise and prior equal to all or part of the time Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company issues as payment unless you have held such stock for more than six months before the certificates evidencing surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). In the event this Warrant is not exercised in fullFor purposes hereof, the Company may, at its expense, require date of exercise shall be the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order date of delivery of the Holder a new Warrant or Warrants duly executed Notice of like tenor, in Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof total Exercise Price for the that number of shares of Common Stock equal (without giving effect you have elected to any adjustment therein) to the number purchase. Shares of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedCommon Stock will be issued as soon as is practical after exercise.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net cashless exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This Warrant The Warrants may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time Warrant Holder, in whole or from time to time during the Exercise Periodin part, by submitting delivering the form Notice of subscription Exercise purchase form, attached hereto (the “Exercise Notice”) as Exhibit A hereto, duly executed by the Holder, Warrant Holder to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price or at such other office as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Noticemay designate, the Company shall transmit accompanied by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4payment, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid in cash or by wire transfer or check payable to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants Company, of like tenorthe amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the "Purchase Price"). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the name Warrant Holder having a Fair Market Value (as defined in Section 2.3 hereof) on the last trading day ending the day immediately preceding the Exercise Date (as defined below) equal to the portion of the Holder or Purchase Price being paid in such shares. In addition, the Warrants may be exercised, pursuant to a cashless exercise, except as set forth in Section 3.3(4) below, by providing irrevocable instructions to the Holder (upon payment by Company, through delivery of the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for aforesaid purchase form with an appropriate reference to this Section 2.1 to issue the number of shares of the Common Stock equal to the product of (without giving effect to any adjustment thereina) to the number of such shares called for as to which the Warrants are being exercised multiplied by (b) a fraction, the numerator of which is the Fair Market Value of a share of the Common Stock on the face last business day preceding the Exercise Date less the Exercise Price therefore and the denominator of which is such Fair Market Value. For purposes hereof, "Exercise Date" shall mean the date on which all deliveries required to be made to the Company upon exercise of Warrants pursuant to this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant Section 2.1 shall have been exercisedmade.

Exercise. This Warrant The Warrants may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time Warrant Holder, in whole or from time to time during the Exercise Periodin part, by submitting delivering the form Notice of subscription Exercise purchase form, attached hereto (the “Exercise Notice”) as Exhibit A hereto, duly executed by the Holder, Warrant Holder to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price or at such other office as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Noticemay designate, the Company shall transmit accompanied by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4payment, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid in cash or by wire transfer or check payable to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants Company, of like tenorthe amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the “Purchase Price”). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the name Warrant Holder having a Fair Market Value (as defined in Section 2.3 hereof) on the last trading day ending the day immediately preceding the Exercise Date (as defined below) equal to the portion of the Holder or Purchase Price being paid in such shares. In addition, the Warrants may be exercised, pursuant to a cashless exercise, except as set forth in Section 3.3(4) below, by providing irrevocable instructions to the Holder (upon payment by Company, through delivery of the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for aforesaid purchase form with an appropriate reference to this Section 2.1 to issue the number of shares of the Common Stock equal to the product of (without giving effect to any adjustment thereina) to the number of such shares called for as to which the Warrants are being exercised multiplied by (b) a fraction, the numerator of which is the Fair Market Value of a share of the Common Stock on the face last business day preceding the Exercise Date less the Exercise Price therefore and the denominator of which is such Fair Market Value. For purposes hereof, “Exercise Date” shall mean the date on which all deliveries required to be made to the Company upon exercise of Warrants pursuant to this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant Section 2.1 shall have been exercisedmade.

Exercise. (a) This Warrant may be exercised prior by the Holder hereof (but only on the conditions hereafter set forth) as to its expiration all or any increment or increments of one thousand (1,000) Shares (or the balance of the Shares if less than such number) upon delivery of written notice of intent to exercise to the Company during normal business hours on any business day at the address set forth in Section 16 hereof or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check or (ii) by wire transfer of immediately available funds to an account designated by the Company to the Holder. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable, and in any event within five (5) business days thereafter, execute and deliver to the Holder of this Warrant a certificate or 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 Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) In lieu of exercising this Warrant pursuant to Section 2.5 hereof by 3(a) above, the Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto times into Shares (the “Exercise Notice”) duly executed by the Holder"Conversion Right"), upon delivery of written notice of intent to convert to the Company at its principal office, indicating whether address in Section 3(a) or such other address as the Company shall designate in a written notice to the Holder is electing to purchase a specified number hereof, together with this Warrant. Upon exercise of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise NoticeConversion Right, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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 without payment by the Holder of any applicable transfer taxesExercise Price) may request, calling in that number of Shares which is equal to the aggregate on quotient obtained by dividing (x) the face or faces thereof for value of the number of shares Shares with respect to which the Conversion Right is being exercised (determined by subtracting the aggregate Exercise Price for the Shares with respect to which the Conversion Right is being exercised from a number equal to the product of Common Stock equal (without giving effect to any adjustment thereini) to the Fair Market Value per Share (as such term is defined in Section 10(c)) as at such time, multiplied by (ii) the number of Shares with respect to which the Conversion Right is being exercised), by (y) such shares called for on Fair Market Value per Share. Any references in this Warrant to the face "exercise" of this Warrant minus Warrant, and the number use of such shares the term exercise herein, shall be deemed to include (without giving effect limitation) any exercise of the Conversion Right. (c) No fractional Shares shall be issuable upon the exercise of this Warrant, and the Company shall in lieu of issuing fractional Shares pay the holder hereof an amount of cash equal to any adjustment thereinthe fractional Share that otherwise would be issuable multiplied by the Fair Market Value per Share (as defined in Section 10(c)) for which this Warrant shall have been exercisedat the time of exercise.

Exercise. This Warrant Subject to the limitations contained herein, Optionee may be exercised prior to its expiration exercise an an option created pursuant to Section 2.5 hereof by the Holder this Agreement at any time after it becomes effective. If Optionee or from time Optionee's successor fails to time during exercise any option created under this Agreement on or before the Exercise Periodexpiration date provided for herein with respect to such option, such option shall expire on such expiration date and be of no further force and effect. The option to purchase granted hereunder shall be exercised by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, giving written notice to the Company at its principal office, indicating whether in compliance with this Agreement. Such notice shall state the Holder is electing to purchase a specified number of shares by paying Option Shares with respect to which the Aggregate Exercise Price option is being exercised and shall specify a date which shall not be less than three (3) nor more than thirty (30) days after the date of such notice, as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received Option Shares will be taken up and payment made therefor in cash, certified or bank cashier's check, or the Exercise Noticeequivalent, at the Company shall transmit by electronic mail an acknowledgement principal office of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer If any law or regulation requires the Company to take any action with respect to the Company within five (5) Business Days of Option Shares specified in such notice, then the date of exercise and prior the delivery of such Option Shares against payment therefor shall be extended for the period necessary to the time the Company issues the certificates evidencing the shares issuable upon take such exerciseaction. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof failure to take up and pay for the number of shares Option Shares specified in such notice on the date set forth therein, as the same may be extended as provided above, such exercise of Common Stock equal (without giving effect this option may be terminated by the Company with respect to any adjustment therein) such number of Option Shares not taken and paid for. Each exercise of an option pursuant to this Agreement shall be deemed to be an exercise with respect to the number of such shares called for on option or options having the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedearliest expiration date.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise cashless exchange provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This The purchase rights set forth in this Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof Agreement are exercisable by the Holder Warrantholder, in whole or in part, at any time time, or from time to time during time, prior to the Exercise Periodexpiration of the term set forth in Section 2 above, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, tendering to the Company at its principal officeoffice a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), indicating whether duly completed and executed. Promptly upon receipt of the Holder is electing to Notice of Exercise and the payment of the purchase a specified number of shares by paying price in accordance with the Aggregate Exercise Price as provided terms set forth below, and in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Noticeno event later than twenty-one (21) days thereafter, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice issue to the Company. The Aggregate Exercise PriceWarrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases, if any, shall . The Exercise Price may be paid at the Warrantholder’s election either (i) by wire transfer to cash or check, or (ii) by surrender of Warrants (“Net Issuance”) as determined below. If the Company within five (5) Business Days of Warrantholder elects the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in fullNet Issuance method, the Company maywill issue Preferred Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder, at its expense, require Y = the Holder, after such partial exercise, number of shares of Preferred Stock requested to promptly return be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an initial public offering of the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial “Price to Public” specified in the final prospectus with respect to the Company offering and 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 taxesy) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal into which each share of Preferred Stock is convertible at the time of such exercise; (without giving effect ii) if this Warrant is exercised after, and not in connection with the Company’s initial public offering, and: (a) if traded on a securities exchange, the fair market value shall be deemed to any adjustment thereinbe the product of (x) to the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such shares called for exercise; or (b) if actively traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked prices quoted on the face NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of this Warrant minus the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such shares exercise; (without giving effect to iii) if at any adjustment thereintime the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Preferred Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock into which this each share of Preferred Stock is convertible at the time of such exercise, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Preferred Stock shall be deemed to be the value received by the holders of the Company’s Preferred Stock on a common equivalent basis pursuant to such merger or acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant Agreement shall have been exercisedbe identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. This Warrant Subject to the limitations contained herein, Optionee may be exercised prior to its expiration exercise an option created pursuant to Section 2.5 hereof by the Holder this Agreement at any time after it becomes effective. If Optionee or from time Optionee's successor fails to time during exercise any option created under this Agreement on or before the Exercise Periodexpiration date provided for herein with respect to such option, such option shall expire on such expiration date and be of no further force and effect. The option to purchase granted hereunder shall be exercised by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, giving written notice to the Company at its principal office, indicating whether in compliance with this Agreement. Such notice shall state the Holder is electing to purchase a specified number of shares by paying Option Shares with respect to which the Aggregate Exercise Price option is being exercised and shall specify a date which shall not be less than fifteen (15) nor more than thirty (30) days after the date of such notice, as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received Option Shares will be taken up and payment made therefor in cash, certified or bank cashier's check, or the Exercise Noticeequivalent, at the Company shall transmit by electronic mail an acknowledgement principal office of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer If any law or regulation requires the Company to take any action with respect to the Company within five (5) Business Days of Option Shares specified in such notice, then the date of exercise and prior the delivery of such Option Shares against payment therefor shall be extended for the period necessary to the time the Company issues the certificates evidencing the shares issuable upon take such exerciseaction. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof failure to take up and pay for the number of shares Option Shares specified in such notice on the date set forth therein, as the same may be extended as provided above, such exercise of Common Stock equal (without giving effect this option may be terminated by the Company with respect to any adjustment therein) such number of Option Shares not taken and paid for. Each exercise of an option pursuant to this Agreement shall be deemed to be an exercise with respect to the number of such shares called for on option or options having the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedearliest expiration date.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail facsimile an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this This Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Purchase Price, if any, shall be paid by wire transfer to the Company within five two (52) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this the Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This The purchase rights set forth in this Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof Agreement are exercisable by the Holder Warrantholder, in whole or in part, at any time time, or from time to time during time, prior to the Exercise Periodexpiration of the term set forth in Section 2 above, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, tendering to the Company at its principal officeoffice a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), indicating whether duly completed and executed. Promptly upon receipt of the Holder is electing to Notice of Exercise and the payment of the purchase a specified number of shares by paying price in accordance with the Aggregate Exercise Price as provided terms set forth below, and in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Noticeno event later than twenty-one (21) days thereafter, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice issue to the Company. The Aggregate Exercise PriceWarrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases, if any, shall . The Exercise Price may be paid at the Warrantholder’s election either (i) by wire transfer to cash or check, or (ii) by surrender of Warrants (“Net Issuance”) as determined below. If the Company within five (5) Business Days of Warrantholder elects the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in fullNet Issuance method, the Company may, at its expense, require will issue Preferred Stock in accordance with the Holder, after such partial exercise, following formula: X = Y (A-B) A Where: X = the number of shares of Preferred Stock to promptly return be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an initial public offering of the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial “Price to Public” specified in the final prospectus with respect to the Company offering and 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 taxesy) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal into which each share of Preferred Stock is convertible at the time of such exercise; (without giving effect ii) if this Warrant is exercised after, and not in connection with the Company’s initial public offering, and: (a) if traded on a securities exchange, the fair market value shall be deemed to any adjustment thereinbe the product of (x) to the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such shares called for exercise; or (b) if actively traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked prices quoted on the face NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of this Warrant minus the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such shares exercise; (without giving effect to iii) if at any adjustment thereintime the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Preferred Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock into which this each share of Preferred Stock is convertible at the time of such exercise, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Preferred Stock shall be deemed to be the value received by the holders of the Company’s Preferred Stock on a common equivalent basis pursuant to such merger or acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant Agreement shall have been exercisedbe identical to those contained herein, including but not limited to the Effective Date hereof.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder holder hereof at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (“the “Exercise Notice”) duly executed by the Holdersuch holder, to the Company at its principal office, indicating whether the Holder holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail facsimile an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this This Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Purchase Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days two business days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this the Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder holder hereof a new Warrant or Warrants of like tenor, in the name of the Holder holder hereof or as the Holder such holder (upon payment by the Holder such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This The Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time Warrant Holder, in whole or from time to time during the Exercise Periodin part, by submitting delivering the form Notice of subscription Exercise purchase form, attached as Exhibit A hereto (the “Exercise NoticeNotice of Exercise”) ), duly executed by the Holder, Warrant Holder to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price or at such other office as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Noticemay designate, the Company shall transmit accompanied by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4payment, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid in cash MI-175075 v2 0437575-0201 or by wire transfer or check payable to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants Company, of like tenorthe amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the “Purchase Price”). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the name Warrant Holder having a Market Price (as defined in Section 3.3 hereof) on the last business day ending the day immediately prior to the Exercise Date (as defined below) equal to the portion of the Holder or as aggregate Exercise Price being paid in such shares. In addition, the Holder (upon payment Warrant may be exercised, pursuant to a cashless exercise by providing irrevocable instructions to the Holder Company, through delivery of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for Notice of Exercise with an appropriate reference to this Section 3.1 to issue the number of shares of the Common Stock equal to the product of (without giving effect to any adjustment thereina) to the number of such shares called for as to which the Warrant is being exercised multiplied by (b) a fraction, the numerator of which is the Market Price of a share of the Common Stock on the face last business day preceding the Exercise Date less the Exercise Price therefor and the denominator of which is such Market Price. For purposes hereof, “Exercise Date” shall mean the date on which all deliveries required to be made to the Company upon exercise of the Warrant pursuant to this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant Section 3.1 shall have been exercisedmade.

Exercise. This Subject to the terms of this Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof Agreement, the purchase rights represented by this Warrant Agreement are exercisable by the Holder Warrant Holder, in whole or in part, at any time time, or from time to time during the Exercise Periodperiod set forth in Section 3 above, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, tendering to the Company at its principal office: a duly completed and executed notice of exercise in the form attached hereto as Exhibit A (the "Notice of Exercise"), indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received Warrants and the Exercise NoticePrice. Upon receipt of such items in accordance with the terms set forth below, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice issue to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof certificate for the number of shares of Common Stock equal purchased. The Warrant Holder, upon exercise of the Warrants, shall be deemed to have become the holder of the Shares represented thereby (without giving effect and such Shares shall be deemed to any adjustment thereinhave been issued) immediately prior to the number close of business on the date or dates upon which the Warrants are exercised. In the event of any exercise of the rights represented by the Warrants, certificates for the Shares so purchased shall be delivered to the Warrant Holder or its designee as soon as practical and in any event within ten (10) business days after receipt of such shares called for on notice and, unless the face Warrants have been fully exercised or expired, new Warrants representing the remaining portion of this Warrant minus the number of such shares (without giving effect Warrants and the underlying Shares, if any, with respect to any adjustment therein) for which this Warrant Agreement shall not then have been exercisedexercised shall also be issued to the Warrant Holder as soon as possible and in any event within such ten-day period.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder holder hereof at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (“the “Exercise Notice”) duly executed by the Holdersuch holder, to the Company at its principal office, indicating whether the Holder holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail facsimile an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this .This Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Purchase Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days two business days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this the Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder holder hereof a new Warrant or Warrants of like tenor, in the name of the Holder holder hereof or as the Holder such holder (upon payment by the Holder such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.42.2 and the remaining provisions herein, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This Warrant The Option may be exercised prior only to its expiration pursuant the extent the Option is vested, unless otherwise agreed to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise PeriodAdministrator, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed and may be exercised only by the Holder, delivery to the Company at its principal officeof a properly completed written notice, indicating whether in form satisfactory to the Holder is electing to purchase a specified Administrator, which notice shall specify the number of shares by paying Option Shares to be purchased and the Aggregate Exercise aggregate Option Price for such shares, together with payment in full of such aggregate Option Price. Payment shall only be made as provided specified in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3Plan. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt If any part of the Exercise Notice. Subject to Section 2.4payment of the Option Price is made in shares of Stock, this Warrant such shares shall be deemed exercised for all purposes valued by using their Fair Market Value as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise of the Option. The Option may not be exercised unless the Participant (a) enters into (i) a restricted stock agreement covering the shares of Stock issuable upon exercise of the Option (a "Restricted Stock Agreement") and prior (ii) any other document (a "Private Issuance Document") the Company determines necessary to ensure that the Option Shares are issued pursuant to an available exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, and (b) there has been compliance with all the preceding provisions of this Section 2. For all purposes of this Stock Option Agreement, the date of the exercise of the Option shall be the date upon which there is compliance with all such requirements. Notwithstanding the foregoing, the Participant shall not be required to enter into a Restricted Stock Agreement or a Private Issuance Document upon exercise of the Option in the event that, at the time of such exercise, (a) the Option is fully vested as to the time Option Shares being purchased, (b) the Company issues has consummated an initial public offering of the certificates evidencing Stock registered under the Securities Act, and (c) there is an effective Registration Statement on Form S-8 of the Company under the Securities Act covering the issuance of the Option Shares upon exercise of the Option. The Participant acknowledges and agrees that the Restricted Stock Agreement may include such provisions as the Administrator in its sole discretion may determine to be desirable including, without limitation, restrictions on transfer, rights of first refusal of the Company, Company repurchase rights that may be exercised at any time and for any reason, including repurchases under specified circumstances that will result in the Participant not realizing any gain from the purchase of the shares, deferred payment for the purchase of shares from the Participant, rights to require sale of the shares issuable upon such exercise. In in the event this Warrant is not exercised of a change in fullcontrol of the Company, and limitations on sales immediately following an initial public offering. Except as provided above, exercise of the Company mayOption and issuance of the underlying Option Shares will be conditioned upon the Participant's (i) acknowledgment that the Participant has read and understands the terms and provisions of the Restricted Stock Agreement and enters into such Restricted Stock Agreement voluntarily with an intent to be bound by its provisions, at its expense, require and (ii) delivery of executed copies of the Holder, after such partial exercise, to promptly return this Warrant Restricted Stock Agreement to the Company Administrator. The Option shall be transferable only to, and the Company will forthwith issue and deliver to or upon the order shall be exercisable only by, such persons permitted in accordance with Section 4(e) 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedPlan.

Exercise. This Warrant The Option Holder (or in the case of the death of the Option Holder, the designated legal representative or heir of the Option Holder) may be exercised prior to its expiration pursuant to Section 2.5 hereof by exercise the Holder at any time or from time to time NQSOs during the Exercise Period, Period by submitting giving written notice to the [_________________] [include appropriate officer] in the form of subscription attached hereto required by the Committee (the “Exercise Notice”) duly executed ). The Exercise Notice must specify the number of Shares to be purchased, which shall be at least 100 unless fewer Shares remain unexercised. The exercise date is the date the Exercise Notice is received by the HolderCompany. The Exercise Period commences on the vesting date referenced in Section 2 (“Vesting Date”) and expires at 5:00 p.m., Pacific Time, on the date ten years after the Grant Date, such later time and date being hereinafter referred to as the Company at its principal office, indicating whether “Expiration Date,” subject to earlier expiration in the Holder is electing to purchase event of a specified number termination of shares by paying the Aggregate Exercise Price Service as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.36. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed Any NQSOs not exercised for all purposes as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time. The Exercise Notice shall be accompanied by payment in full of the Exercise Price for the Shares being purchased. Payment shall be made: (a) in cash, which may be in the form of a check, money order, cashier's check or certified check, payable to the Company, or (b) by delivering Shares of the Company already owned by the Option Holder having a Fair Market Value on which the Holder has delivered exercise date equal to the aggregate Exercise Price to be paid, (c) by instructing the Company to withhold Shares otherwise issuable upon the exercise having an aggregate Fair Market Value on the exercise date equal to the aggregate Exercise Price to be paid or (d) by a combination thereof. Payment for the Shares being purchased upon exercise of the Option may also be made by delivering a properly executed Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer together with a copy of irrevocable instructions to a broker to deliver promptly to the Company within five the amount of sale or loan proceeds to pay the aggregate Exercise Price and applicable tax withholding amounts (5) Business Days of if any), in which event the date of exercise and prior Shares acquired shall be delivered to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to broker promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order following receipt 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedpayment.

Exercise. This The rights represented by this Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder in whole or in part at any time or from time to time during the Exercise PeriodPeriod (unless prohibited by Section 1.e of the Commercialization Agreement), by submitting 2 delivery of the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, following to the Company at its principal officeaddress set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (a) An original executed copy, indicating whether or a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment), of the Notice of Exercise in the form attached hereto as Exhibit A (“Notice of Exercise”); and (b) Payment of the Exercise Price (which may take the form of a “cashless exercise” if permitted by Section 2.2 below and so indicated in the Notice of Exercise) either by check or wire transfer to an account designated by the Company. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder is electing to purchase a specified number has purchased all of shares by paying the Aggregate Exercise Price as provided Shares available hereunder and the Warrant has been exercised in Section 2.2 or is electing to exercise full, in which case, the Holder shall surrender this Warrant as to a specified number of shares pursuant to the net exercise provisions Company for cancellation within three Trading Days of Section 2.3. On or before the first Trading Day following the date on which the Company has received the final Notice of Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has is delivered the Exercise Notice to the Company. The Aggregate Partial exercises of this Warrant resulting in purchases of a portion of the total number of Exercise Price, if any, shall be paid by wire transfer Shares hereunder in an amount equal to the applicable number of Exercise Shares purchased. The Holder and the Company within five (5) Business Days shall maintain records showing the number of Exercise Shares purchased and the date of exercise such purchases. The Company shall deliver any objection to any Notice of Exercise within one Trading Day of receipt of such notice. The Holder and prior to any assignee, by acceptance of this Warrant, acknowledge and agree that, (i) by reason of the time provisions of this paragraph, following the Company issues purchase of a portion of the certificates evidencing Exercise Shares hereunder, and (ii) by reason of the shares issuable upon such exercise. In provisions of the event introductory paragraph of this Warrant is not exercised in fullWarrant, the Company may, number of Exercise Shares available for purchase hereunder at its expense, require any given time may be less than the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate amount stated on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedhereof.

Exercise. This Warrant 2.1 The Strategic Partner or any other registered Holders may be exercised prior exercise the Option only with respect to its expiration pursuant each Portion of Optional Shares, from each corresponding Exercise Period, in order to Section 2.5 hereof by acquire the Holder at any time corresponding Portion of Shares. 2.2 In order to exercise the Option, the Strategic Partner or from time the registered Holders thereof must notify to time during the Issuing Company their intention to exercise the Option, and to subscribe and pay for the corresponding Portion of Optional Shares within the corresponding Exercise Period, by submitting an Exercise Notice in the form contained in Exhibit “1” of subscription attached hereto (this Agreement. 2.3 Once the “Exercise Notice”) duly executed Option has been exercised by the Strategic Partner or the registered Holder, as the case may be, they shall assume an unconditional payment obligation in favor of the Issuing Company with respect to the Company Subscription Price of the Optional Shares, payable no later than at its principal office12:00 o’clock, indicating whether Mexico City time, on the sixtieth business day following the Exercise Date. 2.4 In the event that during any Exercise Period the Strategic Partner or any Option Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 partially exercises or is electing fails to exercise this Warrant as its right to a specified number acquire the Portion of shares pursuant Optional Shares corresponding to such Exercise Period, the Option corresponding to the net exercise provisions non-exercised Portion of Section 2.3. On Optional Shares, or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if anyentire Option, shall be paid forfeited, as the case may be, without any liability for the Issuing Company. 2.5 Neither the Strategic Partner nor any Option Holder may exercise the Option if on the Exercise Date, the Strategic Partner or the Option Holder contravene the provisions of article six of the By-laws of the Holding Company, or if an event of default under the Technical Assistance Agreement has occurred and such default has been declared as such by wire transfer any of the parties thereto. 2.6 The Strategic Partner or, as the case may be, the Option Holder may, in the event that (i) any shareholder acquires an individual participation equivalent to or in excess of 35% (thirty-five percent) of the capital stock of the Issuing Company, prior amendment to the corporate by-laws thereof for such purpose; or (ii) the shareholders’ meeting resolves to approve a merger involving a dilution of its shareholders in a percentage exceeding 35% (thirty-five percent) of its total participation prior to the merger, fully exercise the Option in advance, provided that it notifies the same to the Issuing Company within five 30 (5thirty) Business Days of days following (1) the date of exercise and prior the general shareholders meeting resolving such amendment to the time by-laws; or (2) the date of the general extraordinary shareholders’ meeting approving the merger, as the case may be. 2.7 In the event that during a period of 30 (thirty) consecutive days the market price per share representing the capital stock of the Issuing Company issues is equivalent to or in excess of $0.1536 U.S. Dollars (0.1536 Dollars, lawful currency of the certificates evidencing United States of America), that is, twice the shares issuable upon such exerciseprice mentioned in Section 3.1 below, the Strategic Partner or, as the case may be, the Option Holder, may exercise in advance the Option provided for in this Agreement, within the 60 (sixty) business days following the notice sent by the Issuing Company for that purpose and, therefore, subscribe for and pay all the Optional Shares then pending subscription and payment, at the price set forth in Section 3.1 below, subsequently terminating this Agreement. In the event that the Strategic Partner or the Option Holder fails to exercise the same under this Warrant is not exercised in fullSection, this Agreement shall be terminated without liability for the Company mayIssuing Company, at its expense, require the Holder, after and such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, Option shall be forfeited in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedfuture.

Exercise. This Warrant The Option may be exercised prior only to its expiration pursuant the extent the Option is vested, unless otherwise agreed to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise PeriodAdministrator, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed and may be exercised only by the Holder, delivery to the Company at its principal officeof a properly completed written notice, indicating whether in form satisfactory to the Holder is electing to purchase a specified Administrator, which notice shall specify the number of shares by paying Option Shares to be purchased and the Aggregate Exercise aggregate Option Price for such shares, together with payment in full of such aggregate Option Price. Payment shall only be made as provided specified in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3Plan. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt If any part of the Exercise Notice. Subject to Section 2.4payment of the Option Price is made in shares of Stock, this Warrant such shares shall be deemed exercised for all purposes valued by using their Fair Market Value as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise of the Option. The Option may not be exercised unless the Participant (a) enters into (i) a restricted stock agreement covering the shares of Stock issuable upon exercise of the Option (a "RESTRICTED STOCK AGREEMENT") and prior (ii) any other document (a "PRIVATE ISSUANCE DOCUMENT") the Company determines necessary to ensure that the Option Shares are issued pursuant to an available exemption from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and applicable state securities laws, and (b) there has been compliance with all the preceding provisions of this Section 2. For all purposes of this Stock Option Agreement, the date of the exercise of the Option shall be the date upon which there is compliance with all such requirements. Notwithstanding the foregoing, the Participant shall not be required to enter into a Restricted Stock Agreement or a Private Issuance Document upon exercise of the Option in the event that, at the time of such exercise, (a) the Option is fully vested as to the time Option Shares being purchased, (b) the Company issues has consummated an initial public offering of the certificates evidencing Stock registered under the Securities Act, and (c) there is an effective Registration Statement on Form S-8 of the Company under the Securities Act covering the issuance of the Option Shares upon exercise of the Option. The Participant acknowledges and agrees that the Restricted Stock Agreement may include such provisions as the Administrator in its sole discretion may determine to be desirable including, without limitation, restrictions on transfer, rights of first refusal of the Company, Company repurchase rights that may be exercised at any time and for any reason, including repurchases under specified circumstances that will result in the Participant not realizing any gain from the purchase of the shares, deferred payment for the purchase of shares from the Participant, rights to require sale of the shares issuable upon such exercise. In in the event this Warrant is not exercised of a change in fullcontrol of the Company, and limitations on sales immediately following an initial public offering. Except as provided above, exercise of the Company mayOption and issuance of the underlying Option Shares will be conditioned upon the Participant's (i) acknowledgment that the Participant has read and understands the terms and provisions of the Restricted Stock Agreement and enters into such Restricted Stock Agreement voluntarily with an intent to be bound by its provisions, at its expense, require and (ii) delivery of executed copies of the Holder, after such partial exercise, to promptly return this Warrant Restricted Stock Agreement to the Company Administrator. The Option shall be transferable only to, and the Company will forthwith issue and deliver to or upon the order shall be exercisable only by, such persons permitted in accordance with Section 6(a)(2) 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedPlan.

Exercise. This Warrant may Option shall be exercised prior as follows: (a) by delivery to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during Company of (i) written notice of exercise stating the Exercise Period, by submitting number of Shares being purchased (in whole shares only) and such other information set forth on the form of subscription Notice of Exercise attached hereto as Appendix A, (ii) a check or cash in the “amount of the Exercise Notice”) duly executed Price of the Shares covered by the Holdernotice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (iii) a written investment representation as provided for in Section 13 hereof, or (b) through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written instructions (i) to a Company designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Company by reason of such purchase and (ii) to the Company at its principal officeto deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction; or (c) by a cashless exercise mechanism approved by the Company in compliance with Section 402 of the Sarbanes Oxley Act; in which the Optionee shall surrender the Option to the Company, indicating whether and the Holder is electing to purchase a specified Company shall issue the Optionee the number of shares determined as follows: X = Y (A-B) /A where: X = the number of shares to be issued to the Optionee. Y = the number of shares with respect to which the Option is being exercised. A = the closing sale price of the Common Stock on the date of exercise, or in the absence thereof, the fair market value on the date of exercise, and B = the option exercise price. This Option shall not be assignable or transferable, except by paying will or by the Aggregate Exercise Price laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised8 hereof.

Exercise. This Warrant Option may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the term of the Option and to the extent set forth in Section 1.3., as follows: (a) Exercise Periodmay be effected by surrender of this Option, by submitting with the form of subscription attached hereto (at the “Exercise Notice”) end hereof duly executed by the Holder, to the Company at its principal office420 Xxxx Xxxxxx, indicating whether Xxx Xxxx, Xxx Xxxx 00000, accompanied by payment in cash 2 or by wire transfer to the Company, in the amount obtained by multiplying the number of Shares to be exercised (giving effect to any adjustment herein) by the Exercise Price, as adjusted. Such shares shall be issued as of the date of surrender of the Option and payment of the exercise price. In case such Shares have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), the Company may also require that such Holder furnish to the Company a written statement that such Holder is electing purchasing such Shares for such Holder's own account for investment and not with a view toward distribution thereof, and that none of such Shares will be sold or otherwise distributed in violation of the provisions of the 1933 Act; and (b) Exercise may be effected by exchange of the Option in whole or in part from time to purchase a specified time (an "Option Exchange"), into the number of shares Shares determined in accordance with this Section (b), by paying surrendering this Option to the Aggregate Exercise Price as provided in Section 2.2 or is electing Company, accompanied by a notice stating such Holder's intent to exercise this Warrant as to a specified effect such exchange, the number of shares pursuant Shares to the net exercise provisions of Section 2.3. On or before the first Trading Day following be exchanged and the date on which the Company has received Holder requests that such Option Exchange occur (the Exercise Notice"Notice of Exchange"). The Option Exchange shall take place on the date specified in the Notice of Exchange or, if later, the Company shall transmit date the Notice of Exchange is received by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing "Exchange Date"). Certificates for the shares issuable upon such exerciseOption Exchange and, if applicable, a new Option of like tenor evidencing the balance of the shares remaining subject to this Option after deducting the number of Shares surrendered in such Option Exchange, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) business days following the Exchange Date. In connection with any Option Exchange, this Option shall represent the event this Warrant is right to acquire the number of Shares (rounded to the next highest integer) equal to (i) the number of Shares surrendered (the "Total Number") specified by the Holder in its Notice of Exchange less (ii) the number of 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 value of a share of Common Stock. Current market value shall have the meaning set forth Section 3.1(a)(iv) below, except that for purposes hereof, the date of exercise, as used in Section 3.1(a)(iv), shall mean the Exchange Date. In case such Shares have not exercised in fullbeen registered under the 1933 Act, the Company may, at its expense, may also require the Holder, after that such partial exercise, to promptly return this Warrant Holder furnish to the Company a written statement that such Holder is purchasing such Shares for such Holder's own account for investment and the Company not with a view toward distribution thereof, and that none of such Shares will forthwith issue and deliver to be sold or upon the order otherwise distributed in violation of the Holder a new Warrant or Warrants of like tenor, in the name provisions of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised1933 Act.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail facsimile an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this This Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Purchase Price, if any, shall be paid by wire transfer to the Company within five two (52) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this the Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Notwithstanding the foregoing, if the Common Stock is listed on the NYSE MKT and shareholder approval of the issuance of the Common Stock issuable upon exercise of this Warrant is required under NYSE listing rules, then, until such shareholder approval is obtained, the Holder shall not be entitled to receive shares of Common Stock upon exercise of the Warrant to the extent (but only to the extent) that such exercise or receipt would cause a violation of such listing rules.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 2.4 hereof by the Holder at any time or holder hereof from time to time during the Exercise Periodin accordance with Section 2.2, by submitting surrender of this Warrant, with the form of subscription attached hereto (at the “Exercise Notice”) end hereof duly executed by the Holdersuch holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares accompanied by paying the Aggregate Exercise Price as provided in Section 2.2 payment, by certified or is electing to exercise this Warrant as to a specified number of shares pursuant official bank check payable to the net exercise provisions order of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid or by wire transfer to its account, in the Company within five (5) Business Days amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exerciseExercise Price then in effect. In the event this the Warrant is not exercised in full, the Company mayCompany, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder holder hereof a new Warrant or Warrants of like tenor, in the name of the Holder holder hereof or as the Holder such holder (upon payment by the Holder such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, in whole or in part, the holder hereof may pay the aggregate Exercise Price with respect to the shares of Common Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares") by surrendering its rights to a number of Exercise Shares having a fair market value equal to or greater than the required aggregate Exercise Price, in which case the holder hereof would receive the number of Exercise Shares to which it would otherwise be entitled upon such exercise, less the surrendered shares.

Exercise. This Subject to compliance with applicable securities laws, this Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, in whole or in part, by submitting delivering a signed and completed Exercise Notice. Within two Business Days after receiving a signed and completed Exercise Notice, the Company shall notify the Holder of whether it will issue Warrant Shares or make a Net Payment in lieu of issuing Warrant Shares for all or any portion of the Warrant exercised (the "Company Election Notice"); provided, however, that if the Company does not deliver a Company Election Notice within such two Business Day period, the Company shall be required to (i) exercise its Net Payment Right with respect to all of the Warrant Shares covered by the applicable Exercise Notice and (ii) satisfy such Net Payment with cash. If the Company elects to exercise its Net Payment Right, the Company Election Notice shall state the number of Warrant Shares to which such Net Payment Right will apply and the form of subscription attached hereto such Net Payment. Within three Business Days after delivery of a Company Election Notice (or, if the “Company does not deliver a Company Election Notice, within five Business Days after delivery of an Exercise Notice”) duly executed ), the Holder shall complete its exercise of this Warrant by the Holder, surrender of this Warrant to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares or at such other place designated by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The , together with the Aggregate Exercise Price, if anyapplicable, shall be paid by wire transfer of immediately available funds to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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 an account designated by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedCompany.

Exercise. This Warrant (a) The Option shall vest and become exercisable as provided below, which shall be cumulative. To the extent that the Option has become exercisable with respect to a number of shares of Common Stock as provided below, the Option may thereafter be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder Executive, in whole or in part, at any time or from time to time during prior to the Exercise Periodexpiration of the Option as provided herein and in accordance with Section 6.3(d) of the Plan, by submitting as if granted thereunder, including, without limitation, the filing of such written form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Pricenotice, if any, shall as may be paid required by wire transfer to the Company within five (5) Business Days Committee and payment in full of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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 Option Price multiplied by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock underlying the portion of the Option exercised. Upon expiration of the Option, the Option shall be canceled and no longer exercisable. The following table indicates each date upon which the Option shall be vested and Executive shall be entitled to exercise the Option with respect to the percentage indicated beside that date provided that the Executive has not experienced a termination of employment prior to the applicable vesting date: First Anniversary of Grant Date 33 1⁄3% Second Anniversary of Grant Date 33 1⁄3% Third Anniversary of Grant Date 33 1⁄3% There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date. (b) Notwithstanding the foregoing, the Executive may not exercise the Option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act, or, if such shares of Common Stock are not then so registered, the Company has determined that such 1 Closing price on the date of grant. exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of the Option must also comply with other applicable laws and regulations governing the Option, and the Executive may not exercise the Option if the Company determines that such exercise would not be in material compliance with such laws and regulations. (c) The provisions in the Plan regarding Detrimental Activity shall apply to the Option, as if granted thereunder. In the event that the Executive engages in Detrimental Activity prior to the exercise of the Option, the Option shall terminate and expire as of the date the Executive engaged in such Detrimental Activity. As a condition of the exercise of the Option, the Executive shall be required to certify (or be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Executive is in compliance with the terms and conditions of the Plan and that the Executive has not engaged in, and does not intend to engage in, any Detrimental Activity. In the event the Executive engages in Detrimental Activity during the one year period commencing on the date the Option is exercised, the Company shall be entitled to recover from the Executive at any time within one year after such exercise, and the Executive shall pay over to the Company, an amount equal (without giving effect to any adjustment thereingain realized as a result of the exercise of the Option (whether at the time of exercise or thereafter). (d) Upon the exercise of the Option, the Executive: (i) will be deemed to acknowledge and make such representations and warranties as may be requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company shall be made in reliance upon the express representations and warranties of the Executive. The Executive will not sell, transfer or otherwise dispose of the shares of Common Stock in violation of this Agreement; and (ii) agrees that the Executive will not dispose of the Common Stock unless and until the Executive has complied with all requirements of this Agreement applicable to the number disposition of such the shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedCommon Stock.

Exercise. This Warrant The Warrants may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time Warrant Holder, in whole or from time to time during the Exercise Periodin part, by submitting delivering the form Notice of subscription Exercise purchase form, attached hereto (the “Exercise Notice”) as Exhibit A hereto, duly executed by the Holder, Warrant Holder to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price or at such other office as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Noticemay designate, the Company shall transmit accompanied by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4payment, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid in cash or by wire transfer or check payable to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants Company, of like tenorthe amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the "Purchase Price"). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the name Warrant Holder having a Fair Market Value (as defined in Section 2.3 hereof) on the last trading day ending the day immediately preceding the Exercise Date (as defined below) equal to the portion of the Holder or Purchase Price being paid in such shares. In addition, the Warrants may be exercised, pursuant to a cashless exercise except as set forth in Section 3.3(4) below, by providing irrevocable instructions to the Holder (upon payment by Company, through delivery of the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for aforesaid purchase form with an appropriate reference to this Section 2.1 to issue the number of shares of the Common Stock equal to the product of (without giving effect to any adjustment thereina) to the number of such shares called for as to which the Warrants are being exercised multiplied by (b) a fraction, the numerator of which is the Fair Market Value of a share of the Common Stock on the face last business day preceding the Exercise Date less the Exercise Price therefor and the denominator of which is such Fair Market Value. For purposes hereof, "Exercise Date" shall mean the date on which all deliveries required to be made to the Company upon exercise of Warrants pursuant to this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant Section 2.1 shall have been exercisedmade.

Exercise. This Warrant 4.01 During the Option exercise period, it may be exercised prior in full or in part only by Grantee (or Grantee’s guardian or legal representative) or, in the event or Grantee’s death, by the person or persons to its expiration whom the Option was transferred by will or the laws of decent and distribution, by delivering or mailing written notice of the exercise to the Secretary of Syntroleum in the form shown in Exhibit A. The written notice shall be signed by each person entitled to exercise the Option and shall specify the address and Social Security number of each such person. If any person other than Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by proof, satisfactory to Syntroleum, of that entitlement. 4.02 Subject to the provisions of Section 4.04 and 4.05, the written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash, (ii) in shares of Common Stock evidenced by certificates either endorsed or with stock powers attached transferring ownership to Syntroleum, with the aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on the date the written notice is received by the Secretary, or (iii) in any combination of cash and such shares. 4.03 Notwithstanding the provisions of Section 4.02, shares acquired through the exercise of an ISO granted under the Plan may be used as payment at exercise under this Agreement only if such shares have been held for at least six months following such acquisition. 4.04 In lieu of payment of the exercise price by way of delivery of certificate(s) evidencing shares of Common Stock, Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of Syntroleum shares owned by Grantee which may be freely delivered as payment of all or a portion of the exercise price, all pursuant to rules adopted by and subject to the consent of the Committee. Subject to the consent of the Committee, Grantee will be issued a certificate for new shares of Common Stock representing the number of shares as to which the Option is exercised, less the number of shares described in the notarized statement as constituting payment under the Option. 4.05 In lieu of payment of the exercise price in cash, shares of Syntroleum Common Stock, or by delivery of a statement of ownership pursuant to Section 2.5 hereof 4.05, Grantee may, if the Committee consents and pursuant to its rules, pay the exercise price for shares as to which the Option is exercised by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing surrendering his right to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt portion of the Exercise NoticeOption equal in value to said exercise price. Subject to Section 2.4, this Warrant Grantee shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder then receive 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, calling in the aggregate on the face or faces thereof certificate for the number of shares issuable pursuant to Grantee’s exercise of Common Stock the Option, reduced by a number of shares with an aggregate Fair Market Value equal (without giving effect to any adjustment therein) the exercise price, which latter number of shares would be deemed purchased pursuant to the exercise of the Option and thus no longer available under the Plan. 4.06 In the event Grantee pays the Option exercise price by delivery of a notarized statement of ownership or by surrendering his right to exercise a portion of the Option as described in Sections 4.04 and 4.05, the number of such shares called for on remaining subject to the face of this Warrant minus Option shall be reduced not only by the number of such new shares issued upon exercise of the Option but also by the number of previously owned shares listed on the notarized statement of ownership and deemed to be surrendered as payment of the exercise price or, as applicable, by the number of shares in connection with which Grantee has surrendered his right to exercise the Option. 4.07 The written notice of exercise will be effective and the Option shall be deemed exercised to the extent specified in the notice on the date that the written notice (without giving effect to any adjustment thereintogether with required payment of the exercise price) for which this Warrant shall have been exercisedis received by the Secretary of Syntroleum at its executive offices during regular business hours.

Exercise. This Warrant (a) Except as set forth in subsection (b) below, the Option shall vest and become exercisable as provided in Schedule A, which shall be cumulative. To the extent that the Option has become exercisable with respect to a number of shares of Common Stock as provided below, the Option may thereafter be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder Participant, in whole or in part, at any time or from time to time during prior to the Exercise Periodexpiration of the Option as provided herein and in accordance with Section 6.3(d) of the Plan, by submitting including, without limitation, the filing of such written form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Pricenotice, if any, shall as may be paid required by wire transfer to the Company within five (5) Business Days Committee and payment in full of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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 Option Price multiplied by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal underlying the portion of the Option exercised. Upon expiration of the Option, the Option shall be canceled and no longer exercisable. Schedule A (without giving effect Vesting Schedule) indicates each date upon which the Participant shall be vested and entitled to any adjustment therein) exercise the Option with respect to the number percentage indicated beside that date provided that the Participant has not suffered a Termination of Employment prior to the applicable vesting date. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date. (b) Upon the occurrence of an IPO or Change of Control, the Options shall immediately become exercisable with respect to all shares of Common Stock subject thereto. (c) Notwithstanding the foregoing, the Participant may not exercise the Option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act, or, if such shares called for on of Common Stock are not then so registered, the face Company has determined that such exercise and issuance would be exempt from the registration requirements of this Warrant minus the number Securities Act. The exercise of the Option must also comply with other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Company determines that such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedexercise would not be in material compliance with such laws and regulations. In addition, the Participant may not exercise the Option if the terms of the Plan do not permit the exercise of Options at such time.

Exercise. This Subject to the provisions of Sections 4 and 7, the Warrants, when evidenced by a Warrant Certificate, may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder in whole or in part at any time or from time to time during the period (the "Exercise Period") commencing on _______________, 200__ (the "Exercise Date") until ________________, 200___ (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and the Registered Holders of any such extension of the Exercise Period, by submitting . A Warrant shall be deemed to have been exercise immediately prior to the form close of subscription attached hereto business on the date (the “"Exercise Notice”Date") duly of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the HolderRegistered Holder thereof or his attorney duly authorized in writing and shall be delivered, together with payment therefor, to the Company at its principal officecorporate offices located at Suite 421 - 1917 Xxxx 0xx Xxxxxx, indicating whether Xxxxxxxxx, X.X., Xxxxxx X0X 0X0 (the Holder is electing "Corporate Office"), in cash or by official bank or certified check, in an amount equal to purchase a specified the aggregate Exercise Price, in lawful money. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to Warrant Shares deliverable on such exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised treated for all purposes as the holder of such Warrant Shares as of the close of business on the day on which Exercise Date. In addition, the Holder has delivered 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 Notice 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 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 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. Within thirty (30) days after the Exercise Date and in any event prior to the CompanyExpiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a ertificate or certificates for the number of Warrant Shares deliverable on such exercise. The Aggregate Exercise PriceNo adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as he absolute owners thereof for all purposes, and the Company shall not be paid affected by wire transfer any notice to the Company within five (5) Business Days contrary. The Warrants shall not entitle the holders thereof to any of the date rights of exercise shareholders or to any dividends declared on the Common Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the time record date fixed by the Board of Directors of the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number determination of shares holders of Common Stock equal (without giving effect entitled to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exerciseddividend or other rights.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 2.4 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription exercise attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.32.2. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.42.3, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This Warrant (a) Only the vested portion of the Option may be exercised prior and, subject to its expiration pursuant the limitations in Section 2 and to this Section 2.5 hereof by 4, the Holder Option may be exercised as to the portion that is then vested at any time or and from time to time until the Option expires or is terminated. (b) Except as otherwise provided in Paragraph 8, the Option may be exercisable during the Exercise PeriodParticipant's lifetime only by Participant or by Participant's guardian or legal representative and, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed after Participant's death, only by the Holder, person or entity entitled to do so under Participant's last will and testament or applicable intestate law. (c) The Option may only be exercised by the delivery to the Company at its principal officeof a written notice of such exercise (the "Exercise Notice"), indicating whether which notice must specify the Holder is electing to purchase a specified number of shares by paying Option Shares to be purchased (the Aggregate "Purchased Shares") and the aggregate Exercise Price as provided for such shares, together with payment in Section 2.2 full of such aggregate Exercise Price in cash or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice check payable to the Company. The Aggregate ; provided, however, that payment of such aggregate Exercise PricePrice may instead be made, if anyin whole or in part, shall be paid by wire transfer one or more of the following means selected by Participant in his or her sole discretion: (i) the delivery to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the a certificate or certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of representing shares of Common Stock equal that are "mature" shares (without giving effect to any adjustment therein) as that term is used in Bulletin No. 84-18 of the Emerging Issues Task Force of the Financial Accounting Standards Board), duly endorsed or accompanied by duly executed stock powers, which delivery effectively transfers to the number Company good and valid title to those shares of Common Stock, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares called for of Common Stock to be valued on the face basis of this Warrant minus the number aggregate "Fair Market Value" (defined in the Plan) on the date Participant delivers his or her Exercise Notice applicable to that exercise to the Company (the "Option Determination Date")); or (ii) the delivery, concurrently with the exercise and in accordance with Section 220.3(e)(4) of such Regulation T promulgated under the Securities Exchange Act of 1934, as amended (or, if applicable, any successor Section), of a properly executed Exercise Notice and irrevocable instructions to a broker promptly to deliver to the Company a specified dollar amount of the proceeds of a sale or a loan secured by the shares (without giving effect to of Common Stock issuable upon any adjustment therein) for which this Warrant shall have been exercisedexercise of the Option.

Exercise. This Warrant The Option may be exercised only in accordance with the Plan, as supplemented by this Agreement, and not otherwise. a. During its Term and prior to its expiration pursuant to earlier termination in accordance with Section 2.5 hereof by 3 of this Agreement, the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the HolderOption shall, to the Company at its principal officeextent vested in accordance with Section 2(d) of this Agreement, indicating whether become exercisable as follows: (i) As of the Holder is electing to purchase a specified number fourth anniversary of shares by paying the Aggregate Exercise Price as provided Grant Date, 50% of that portion of the Option that has then vested in accordance with Section 2.2 or is electing to exercise 2(d) of this Warrant as to a specified number Agreement shall be exercisable, and (ii) As of shares pursuant to the net exercise provisions last day of the Performance Period, 100% of that portion of the Option that has then vested in accordance with Section 2.3. On or before 2(d) of this Agreement shall be exercisable. b. To the first Trading Day following the date on which the Company has received the Exercise Noticeextent then exercisable, the Company shall transmit Option may be exercised by electronic mail an acknowledgement the Participant by giving written notice of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer exercise to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon in such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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 form as the Holder (upon payment may be provided by the Holder of any applicable transfer taxes) may requestCommittee, calling in the aggregate on the face or faces thereof for specifying the number of shares of Common Stock equal with respect to which the Option is to be exercised and such other information as the Committee may require. The Option may be exercised for less than the full number of shares of Common Stock for which the Option is then exercisable, provided that the Option may not be exercised for less than one hundred (without giving effect to any adjustment therein100) to shares of Common Stock or, if less, the number of remaining shares of Common Stock for which the Option is then exercisable. c. Exercise of the Option shall be effective upon receipt by the Company of such written notice together with the required payment of the Xxxxx Xxxxx and any applicable withholding taxes. Such payment may be made by cash, check (subject to collection), or, provided that such shares called of Common Stock have been owned by the Participant for at least six months prior to such payment, by the delivery (or attestation of ownership) of shares of Common Stock having a Fair Market Value equal to the aggregate Xxxxx Xxxxx and any applicable withholding taxes. Alternatively, the Participant may make such payment by authorizing the simultaneous sale of Shares (or a sufficient portion thereof) acquired upon exercise through a brokerage or similar arrangement established by the Participant in accordance with Committee rules. Subject to the foregoing, the Company will deliver to the Participant within a reasonable period of time thereafter, a certificate or certificates representing the shares of Common Stock so acquired, registered in the name of the Participant or in accordance with other delivery instructions provided by the Participant and acceptable by the Committee. d. Except as provided in Section 3 and Section 4 of this Agreement, no portion of the Option shall vest and become exercisable except to the extent that it has vested in accordance with the Performance Vesting Schedule with respect to the period commencing on the face Grant Date and ending on December 31, 2010 (the “Performance Period”). The Performance Vesting Schedule is attached hereto as Exhibit A and is a part of this Warrant minus Agreement. In the number event of such shares (without giving effect some portion of the Option vesting as provided hereunder, the Company shall notify the Participant when and to any adjustment therein) for which this Warrant shall have been exercisedwhat extent the Option has vested.

Exercise. This Subject to the terms hereof: the Warrants, evidenced by this Warrant Certificate, may be exercised prior to its expiration pursuant to Section 2.5 hereof by at the Holder Exercise Price in whole or in part at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto period (the “Exercise NoticePeriod”) duly executed commencing on the next Business Day after the Conversion Date as contemplated by Section 4 of the Conversion Agreement and terminating at the close of business on the earlier of: (i) July 25, 2009; or (ii) or shall be exercised on such sooner date at the election of the Company and upon at least thirty (30) days prior written notice to the Registered Holder in the event that: (a) the Mxxxxx M12 well indicates, by way of an independent engineering report, sustainable production, if developed, in excess of 7,500 barrels of oil per day or (b) all the warrants originally issued under that certain Note and Warrant Purchase Agreement dated as of March 3, 2006 by and among the Company and the purchasers listed therein are exercised by the Holderholders thereof and the average closing price for the Company’s Common Stock on the American Stock Exchange or, if the Common Stock is not then listed for trading on the American Stock Exchange (“AMEX”) then the Oslo Stock Exchange, is above U.S. $2.00 (or its equivalent in NOK, and in any case adjusted for any stock dividends, stock split, its reverse split, recapitalization or reorganization) for a period of five consecutive trading days (the “Expiration Date”). The Exercise Period may also be extended by the Company’s Board of Directors. A Warrant shall be deemed to have been exercised in immediately prior to the close of business on the date (the “Exercise Date”) of the surrender to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number offices of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant Certificate with the exercise form attached hereto executed by the Registered Holder and accompanied by payment to the net exercise provisions Company, in cash or by official bank or certified check, of Section 2.3. On or before an amount equal to the first Trading Day following the date on which the Company has received the aggregate Exercise NoticePrice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt in lawful money of the Exercise NoticeUnited States of America. Subject The person entitled to Section 2.4, this receive the Shares issuable upon exercise of a Warrant or Warrants (“Warrant Shares”) shall be deemed exercised treated for all purposes as the holder of such Warrant Shares as of the close of business on the day 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 script or cash with respect thereto, but, if Company elects not to issue a fractional share, the Company will pay a cash adjustment in respect of any fraction of a Warrant Share which would otherwise be issuable in an amount equal to the same fraction of the amount by which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days market price of a Share on the date of exercise and prior exceeds the Exercise Price, such market price to be determined in good faith by the Board of Directors of the Company. If more than one Warrant shall be exercised at one time by the Company issues same Registered Holder, the certificates evidencing 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 upon on such exercise. In Promptly, and in any event within ten business days after the event this Warrant is not exercised in fullExercise Date, the Company may, at its expense, require the Holder, after such partial exercise, shall cause to promptly return this Warrant be issued and delivered to the Company and person or persons entitled to receive the Company will forthwith issue and deliver to same, a certificate 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, calling in the aggregate on the face or faces thereof certificates for the number of shares Warrant Shares deliverable on such exercise. The Company may deem and treat the Registered Holder of Common Stock equal (without giving effect the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the Registered Holder thereof to any adjustment therein) of the rights of shareholders or to any dividend declared on the Shares unless the Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to the number record date for the determination of holders of Shares entitled to such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exerciseddividend or other right.

Exercise. This Warrant During the period that the Option is exercisable, it may be exercised prior to its expiration pursuant to Section 2.5 hereof in full or in part by the Holder at any time Grantee, his or from time to time during her legal representatives, guardian or Successor, as defined in the Exercise PeriodPlan, by submitting delivering or mailing written notice of the form exercise to the Secretary of subscription attached hereto AMCE. The written notice shall be signed by each person entitled to exercise the Option and shall specify the address and Social Security number of each such person. If any person other than the Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by proof, satisfactory to the Secretary of AMCE, of that entitlement. The written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (the “Exercise Notice”i) duly executed in cash, certified or bank cashier's check or money order, payable to AMCE, (ii) in shares of AMCE Common Stock that have been held by the HolderGrantee for at least six months and evidenced by certificates either endorsed or with stock powers attached transferring ownership to AMCE, with an aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on the Company at its principal officedate the written notice is received by the Secretary, indicating whether or (iii) in any combination of the Holder is electing to purchase a specified number of shares by paying foregoing. Notwithstanding the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3subsection (b) next above, shares acquired through the exercise of an Incentive Stock Option granted under the Plan or any predecessor stock option plan providing for options on shares of AMCE Common Stock may be used as payment at exercise hereunder only if such shares have been held for at least 12 months following such acquisition. On or before The written notice of exercise will be effective and the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant Option shall be deemed exercised for all purposes as to the extent specified in the notice on the date that the written notice (together with required accompaniments respecting payment of the close exercise price) is received by the Secretary of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, AMCE at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedthen executive offices during regular business hours.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof The Warrants and the purchase rights represented thereby are exercisable by the Holder Warrant Holder, in whole or in part, at any time or from time to time during after they vest until 5:00 p.m., Eastern Standard Time, on the Exercise Period, by submitting Expiration Date in accordance with the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided procedures set forth in Section 2.2 or is electing to exercise this 4(b) below. Upon receipt of the items required under Section 4(b) and the Warrant as to a specified number Holder's fulfillment of shares pursuant to the net exercise provisions other terms of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice4(b), the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice issue to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof certificate for the number of shares of Common Stock equal purchased. The Warrant Holder, upon exercise of the Warrants, shall be deemed to have become the holder of the Shares represented thereby (without giving effect and such Shares shall be deemed to any adjustment thereinhave been issued) immediately prior to the number close of business on the date or dates upon which the Warrants are exercised. In the event of any exercise of the rights represented by the Warrants, certificates for the Shares so purchased shall be delivered to the Warrant Holder as soon as practical and in any event within ten (10) business days after receipt of such shares called for on notice and, unless the face Warrants have been fully exercised or expired, new Warrants representing the remaining portion of this Warrant minus the number of such shares (without giving effect Warrants and the underlying Shares, if any, with respect to any adjustment therein) for which this Warrant Agreement shall not then have been exercisedexercised shall also be issued to the Warrant Holder as soon as possible and in any event within such ten (10) day period.

Exercise. This Warrant may be exercised prior To exercise the Option with respect to its expiration pursuant to Section 2.5 hereof by any vested shares of -------- Common Stock hereunder, the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, Optionee shall provide written notice to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant executive office to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt attention of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company's chief financial officer. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five notice must: (5i) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for state the number of shares of Common Stock equal being purchased; (without giving effect ii) be signed or otherwise given by the Optionee (or by a permitted transferee pursuant to any adjustment thereinthis Agreement); (iii) be accompanied by payment of the aggregate exercise price for all shares of Common Stock being purchased (unless the Optionee has provided for payment through a broker-dealer or other means as permitted under this Agreement); and (iv) be accompanied by payment of the amount that the Company is required to withhold for federal income or other tax purposes (unless the Optionee has provided for payment of those taxes to the Company in another manner permitted under this Agreement). At the time of exercise, the Optionee shall pay to the Company the Option price per share set forth in Section 1 times the number of vested shares as to which the Option is being exercised. The Optionee shall make such payment by delivering cash or a cashier's check. If the Option is exercised in full, the Optionee shall surrender this Agreement to the Company for cancellation. If the Option is exercised in part, the Optionee shall surrender this Agreement to the Company so that the Company may make appropriate notation hereon or cancel this Agreement and issue a new agreement representing the unexercised portion of the Option. If the shares of Common Stock issued upon the exercise of the Option are covered by an effective registration statement under the Securities Act of 1933, as amended, the Option may be exercised by a broker-dealer acting on behalf of the Optionee if (i) the broker-dealer has received from the Optionee or the Company a fully- and duly-endorsed agreement evidencing the Option, (ii) the Optionee has delivered Optionee's signed instructions to the broker-dealer and the Company directing the Company to deliver the shares of Common Stock to be issued upon exercise of the Option to the broker-dealer on behalf of the Optionee and specifying the account into which such shares called for on should be deposited, (iii) adequate provision has been made with respect to the face payment of any withholding taxes due upon such exercise, (iv) the broker-dealer delivers to the Company the aggregate exercise price in accordance with the first paragraph of this Warrant minus Section 3, and (v) 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. Subject to Section 9, the Company shall promptly issue and deliver a certificate representing the number of such shares (without giving effect of Common Stock as to which the Option has been exercised after the Company receives a notice of exercise and upon receipt by the Company of the aggregate exercise price and any adjustment therein) for which this Warrant shall have been exercisedtax withholding as may be required.

Exercise. This Warrant The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. Options may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time in whole or from time to time during the Exercise Periodin part, by submitting the form giving written notice of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, exercise to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for specifying the number of shares to be purchased. Payment of the purchase price shall be made in full concurrently with such exercise by (i) cash or certified check payable to the Company, (ii) if the Company is not then prohibited from purchasing or acquiring shares of Common Stock, with shares of Common Stock equal (without giving effect that have been held by the Optionee for the requisite period necessary to any adjustment therein) avoid a charge to the number Company's earnings for financial reporting purposes, delivered in lieu of cash and valued at their Fair Market Value on the date of exercise; (c) through a "same day sale" commitment from the Optionee and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. (the "NASD Dealer") whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares called to forward the exercise price directly to the Company or (d) any combination of the foregoing. The delivery of certificates representing the shares of Common Stock to be purchased pursuant to the exercise of an Option will be contingent upon receipt from the Optionee (or a purchaser acting in his stead in accordance with the provisions of the Option) by the Company of the full purchase price for on the face of this Warrant minus the number of such shares (without giving effect to and the fulfillment of any adjustment therein) for which this Warrant shall have been exercisedother requirements contained in the Option or applicable provisions of laws.

Exercise. This Warrant Subject to Section 4 of this Agreement, the Option shall be exercisable during Optionee's lifetime only by Optionee or by his guardian or legal representative, and after Optionee's death only by the Optionee's beneficiary. Optionee may designate his or her beneficiary or beneficiaries or change such designation by delivery of a written beneficiary designation to the Company, on such terms and conditions as determined by the Committee. The Option may be exercised prior to its expiration pursuant to Section 2.5 hereof only by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, delivery to the Company at its principal officeof a written notice of such exercise, indicating whether accompanied by payment in full of the Holder is electing to purchase a specified number of shares by paying the Aggregate aggregate Exercise Price as provided in Section 2.2 by any one or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt more of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice following means: (a) Certified or cashier's check payable to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer . (b) By the delivery to the Company within five (5) Business Days of the date a certificate or certificates representing shares of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in fullCommon Stock, the Company mayduly endorsed or accompanied by duly executed stock powers, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance, such shares to be valued on the basis of the aggregate Fair Market Value (as defined in the Plan) on the date the Option is exercised, provided that the Company will forthwith issue and deliver to is not then prohibited from purchasing 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, calling in the aggregate on the face or faces thereof for the number of acquiring such shares of Common Stock equal and provided that Optionee has either owned such shares of Common Stock for at least 6 months (without giving effect or such longer period as is determined by the Company to any adjustment therein) be required by applicable accounting standards to avoid a charge to the number Company's earnings) or Optionee purchased such shares on the open market. (c) Subject to the timing requirements of Section 5.5 of the Plan, pursuant to procedures previously approved by the Company, through the sale of the shares of Common Stock acquired on exercise of this Option through a broker-dealer to whom Optionee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by reason of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedexercise.

Exercise. This Warrant The Option shall be exercisable during Optionee’s lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee’s death only by the person or entity entitled to do so under Optionee’s last will and testament or applicable intestate law. Options may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time in whole or from time to time during the Exercise Periodin part, by submitting the form giving written notice of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, exercise to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for specifying the number of shares to be purchased. Payment of the purchase price shall be made in full concurrently with such exercise by (i) cash or certified check payable to the Company, (ii) if the Company is not then prohibited from purchasing or acquiring shares of Common Stock, with shares of Common Stock equal (without giving effect that have been held by the Optionee for the requisite period necessary to any adjustment therein) avoid a charge to the number Company’s earnings for financial reporting purposes, delivered in lieu of cash and valued at their Fair Market Value on the date of exercise; (c) through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. (the “NASD Dealer”) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares called to forward the exercise price directly to the Company or (d) any combination of the foregoing. The delivery of certificates representing the shares of Common Stock to be purchased pursuant to the exercise of an Option will be contingent upon receipt from the Optionee (or a purchaser acting in his stead in accordance with the provisions of the Option) by the Company of the full purchase price for on the face of this Warrant minus the number of such shares (without giving effect to and the fulfillment of any adjustment therein) for which this Warrant shall have been exercisedother requirements contained in the Option or applicable provisions of laws.

Exercise. This Warrant may be exercised prior In order to its expiration pursuant exercise the Option with respect to Section 2.5 hereof by any vested portion, the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, Participant shall provide written notice to the Company Corporation at its principal executive office. At the time of exercise, indicating whether the Holder is electing Participant shall pay to purchase a specified the Corporation the exercise price per share set forth in Section 1 times the number of vested shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number which the Option is being exercised. The Participant shall make such payment in (a) cash, (b) check, (c) at the Corporation's option, by the delivery of shares pursuant of Common Stock having a Fair Market Value (as defined in the Plan) on the date immediately preceding the exercise date equal to the net aggregate exercise provisions price or (d) at the Committee's option, by the delivery of Section 2.3any other consideration that the Committee determines is consistent with the Plan and applicable law. On or before If the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant Option is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return Participant shall surrender this Warrant Agreement to the Company Corporation for cancellation. If the Option is exercised in part, the Participant shall surrender this Agreement to the Corporation so that the Corporation may make appropriate notation hereon or cancel this Agreement and issue a new agreement representing the Company will forthwith issue and deliver to or upon the order unexercised portion of the Holder Option. If the shares to be purchased are covered by an effective registration statement under the Securities Act of 1933, as amended (the "Act"), the Option may be exercised by a new Warrant or Warrants of like tenor, in the name broker-dealer acting on behalf of the Holder Participant if (a) the broker-dealer has received from the Participant or as the Holder (upon payment Corporation a fully- and duly-endorsed agreement evidencing such option, together with instructions signed by the Holder of any applicable transfer taxes) may request, calling in Participant requesting the aggregate on Corporation to deliver the face or faces thereof for the number of shares of Common Stock equal (without giving effect subject to any adjustment therein) such option to the number broker-dealer on behalf of the Participant and specifying the account into which such shares called for on should be deposited, (b) adequate provision has been made with respect to the face payment of this Warrant minus the number of any withholding taxes due upon such shares exercise, and (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.c)

Exercise. This Warrant The Option is vested and exercisable as to 50% of the Shares as of the date hereof, and shall vest and become exercisable as to the remaining 50% of the Shares on June 21, 2007, if the Optionee is serving as CEO of the Company on such date, provided that in the event of a "Without Cause Termination," or a termination by the Optionee for "Good Reason" (each as defined in the CEO Engagement Agreement) the Option immediately shall become vested and exercisable as to 100% of the Shares. The vested Option may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time in whole or in part, from time to time during the Exercise Periodtime, in accordance with this Agreement, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, written notice to the Company at its principal executive office, indicating whether which notice shall (a) specify the Holder is electing to purchase a specified number of shares to be purchased and the applicable purchase price to be paid therefor; (b) if the person exercising this Option is not the Optionee himself, contain or be accompanied by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing satisfactory evidence of such person's right to exercise this Warrant Option; and (c) except in the case of a Cashless Exercise (as to defined below), be accompanied by payment in full of the purchase price in cash or by a specified number of shares pursuant check to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt order of the Exercise NoticeCompany. Subject to Section 2.47(a), this Warrant Option shall be deemed exercised for all purposes as expire on June 21, 2009. As an alternative to paying the exercise price of the close Option in cash as provided above, the Optionee, at his option, to the extent not prohibited by law or other applicable rule, may exercise the Option in whole or in part without further payment (a "CASHLESS EXERCISE") by surrendering the Optionee's rights to receive a portion of business the Shares otherwise issuable in respect of such exercise, such surrendered Shares having a fair market value equal to the aggregate exercise price for the Shares for which the Option is being exercised, determined (A) if shares of Common Stock are then publicly traded, by reference to the closing sale price of a share of Common Stock on the most recent trading day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of preceding the date of exercise and prior to on which shares of Common Stock have traded, as reported by the time the Company issues the certificates evidencing the principal securities exchange or quotation service on which such shares issuable upon such exercise. In the event this Warrant is trade or are listed or quoted; or (B) if shares of Common Stock are not exercised in fullthen publicly traded, the Company mayquoted, at its expenseor listed, require the Holder, after such partial exercise, to promptly return this Warrant to by agreement of the Company and the Company Optionee, acting reasonably and in good faith, or failing agreement, by appraisal. Upon any such Cashless Exercise, the Optionee will forthwith issue and deliver to or upon receive in respect such exercise the order excess 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 taxes1) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal Shares to which the Optionee would otherwise be entitled upon such exercise, over (without giving effect to any adjustment therein2) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedShares so surrendered.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five two (52) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. (a) This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise PeriodExercisability Periods; provided, however, that in the event of (1) the sale of all or substantially all the assets of the Company to an entity other than Microvision, Inc. (“Microvision”), or (2) the closing of the acquisition of the Company by an entity other than Microvision by means of merger, consolidation or other transaction or series of related transactions which results in the shareholders of the Company prior to such transaction not owning, directly or indirectly, at least 50% of the voting power of the surviving entity (or its parent), this Warrant shall, on the date of such event, no longer be exercisable and become null and void. In the event of a proposed transaction of the kind described in this Section 1.2(a), the Company shall notify the holder of the Warrant at least 20 days prior to the consummation of such event or transaction. (b) Subject to the provisions of Section 1.1 and Section 1.2(a), this Warrant may be exercised, in whole or in part, by submitting delivering to the form Company at the address set forth in Section 9.3 hereof (or such other office or agency of subscription attached hereto the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) (1) this Warrant certificate, (2) a certified or cashier’s check payable to the Company, or canceled indebtedness of the Company to the Holder, in the amount of the Exercise Price multiplied by the number of shares for which this Warrant is being exercised (the “Purchase Price”), and (3) the Notice of Cash Exercise Notice”attached as Exhibit A duly completed and executed by the Holder. Upon exercise, the Holder shall be entitled to receive from the Company a stock certificate in proper form representing the number of Eligible Shares of Warrant Stock purchased. (1) Subject to the Exercisability Periods set forth in Section 1.1 above, and notwithstanding the payment provisions set forth in Section 1.2(b) above, if at any time after one year has elapsed from the date of issuance of this Warrant the Company does not have available both an effective Registration Statement as provided under Section 5.2 of the Note Purchase Agreement and a current prospectus covering the Eligible Shares hereunder, the Holder may elect to convert all or any portion of this Warrant into Eligible Shares of Warrant Stock effective upon delivery to the Company of the Notice of Net Issuance Exercise attached as Exhibit B duly completed and executed by the Holder, to provided that the original of this Warrant is surrendered at the office of the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided address set forth in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company 9.3 within five (5) Business Days days of the delivery of such Notice of Net Issuance, in which case the Company shall issue to the Holder the number of Eligible Shares of Warrant Stock of the Company equal to the result obtained by (A) subtracting B from A, (B) multiplying the difference by C, and (C) dividing the product by A as set forth in the following equation: X = (A - B) x C: where: X = the number of Eligible Shares of Warrant Stock issuable upon net issuance exercise pursuant to the provisions of this Section 1.2(c). A = the Fair Market Value (as defined below) of one share of Warrant Stock on the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such net issuance exercise. In B = the event Exercise Price for one share of Warrant Stock under this Warrant. C = the number of Eligible Shares of Warrant Stock as to which this Warrant is not exercised being exercised. If the foregoing calculation results in fulla negative number, then no shares of Warrant Stock shall be issued upon net issuance exercise pursuant to this Section 1.2(c). (2) For purposes of the foregoing, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this “Fair Market Value” of a share of Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.mean:

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise NoticeNotice of Exercise”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise NoticeNotice of Exercise, the Company shall transmit by facsimile or electronic mail an acknowledgement of confirmation of receipt of the Exercise NoticeNotice of Exercise. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Notice of Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five two (52) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This The Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time Warrant Holder, in whole or from time to time during the Exercise Periodin part, by submitting delivering the form Notice of subscription Exercise purchase form, attached as Exhibit A hereto (the “Exercise NoticeNotice of Exercise”) ), duly executed by the Holder, Warrant Holder to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price or at such other office as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Noticemay designate, the Company shall transmit accompanied by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4payment, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid in cash or by wire transfer payable to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenorCompany, in the name of the Holder or as the Holder (upon payment amount obtained by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for multiplying the number of shares of Common Stock subject to the Warrant (“Shares”) designated in the Notice of Exercise by the Exercise Price (the “Purchase Price”). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the Warrant Holder having a Fair Market Value on the last business day ending on the day immediately prior to the Exercise Date (as defined below) equal (without giving effect to any adjustment therein) the portion of the aggregate Exercise Price being paid in such shares. In addition, subject to the approval of the Company in its discretion, the Warrant may be exercised, pursuant to a cashless exercise by providing irrevocable instructions to the Company, through delivery of the Notice of Exercise with an appropriate reference to this Section 2.1 to issue the number of such shares called for on Shares equal to the face product of this Warrant minus (a) the number of Shares as to which the Warrant is being exercised multiplied by (b) a fraction, the numerator of which is the Fair Market Value of one share of the Common Stock on the last business day preceding the Exercise Date less the Exercise Price therefor and the denominator of which is such shares (without giving effect Fair Market Value. For purposes hereof, “Exercise Date” shall mean the date on which all deliveries required to any adjustment therein) for which be made to the Company upon exercise of the Warrant pursuant to this Warrant Section 2.1 shall have been exercisedmade.

Exercise. This Warrant may (a) Each of the options granted under the Plan shall not be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder exercisable for a period of six (6) months after their date of grant, but shall be immediately exercisable in full thereafter. (b) There shall be no exercise at any time or of fewer than 100 shares of Stock, except in the case where the total options available for exercise relate to fewer than 100 shares. (c) Exercise of the options from time to time during shall be effected by giving written notice to the Exercise PeriodCompany, by submitting substantially in the form of subscription attached hereto (Exhibit B annexed hereto, accompanied by tender of payment in full for the “Exercise Notice”) duly executed by the Holderoption exercised, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number 9 of shares the Plan. If, pursuant to Section 9(b) of the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise NoticePlan, the Company shall transmit Director delivers Stock held by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer Director (“Old Stock”) to the Company within five (5) Business Days in full or partial payment of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company price and the Company will forthwith issue Old Stock so delivered is subject to restrictions or limitations imposed by agreement between the Director and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenorCompany, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the an equivalent number of shares of Common Stock equal (without giving effect shall be subject to all restrictions and limitations applicable to the Old Stock to the extent that the Director paid for the Stock by delivery of Old Stock, in addition to any adjustment therein) restrictions or limitations imposed by this Agreement. Notwithstanding the foregoing, the Director may not pay any part of the exercise price hereof by transferring Stock to the number Company if the Director had acquired such Stock within the prior six months pursuant to an option exercise. (d) The options granted hereunder may be exercised by the Director only while he or she holds office as a director of the Company, except that: (1) in the event that the Director ceases to be a director of the Company for any reason, including death or permanent disability (but excluding removal or resignation by reason of any of the events described in Section (d) (2) below), during a period of twenty-four months thereafter the Director may exercise any unexercised options for which the effective date of grant has occurred and which are then exercisable by the Director (any such options which are not exercisable at such time will immediately terminate and become void); and (2) in the event the Director resigns or is removed from the Board for any one of the following reasons: (i) disloyalty, gross negligence, dishonesty or breach of fiduciary duty to the Company; or (ii) the commission of an act of embezzlement, fraud, or deliberate disregard of the rules or policies of the Company which results in loss, damage or injury to the Company, whether directly or indirectly; or (iii) the unauthorized disclosure of any trade secret or confidential information of the Company; or (iv) the commission of an act which constitutes unfair competition with the Company or which induces any customer of the Company to break a contract with the Company; or (v) the conduct of any activity on behalf of any organization or entity which is a competitor of the Company (unless such conduct is approved by a majority of the members of the Board), then all unexercised options represented by this Agreement shall terminate and become void on the date of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedresignation or removal.

Exercise. This (a) The Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during on or after the Exercise PeriodClosing Date until January 20, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder1994, to the Company at its principal officeon any day that is a business day, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as or any part of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal purchasable upon its exercise, but in no event for fewer than one hundred thousan (without giving effect 100,000) shares of Common Stock (subject to any adjustment thereinconsistent with Section 2.08), except in instances where the Warrant so exercised is exercisable for fewer than one hundred thousan (1000,000) shares of Common Stock, in which case such Warrant will be exercisable in full. In order to exercise the Warrant, in whole or in part, the Holder will deliver to the Company at the office of the Company listed in Section 10.07, (i) a written notice of such Holder's election to exercise the Warrant, specifying the number of shares of Common Stock to be purchased pursuant to such exercise, (ii) payment of the Exericise Price, in any amount equal to the aggregate purchase price for all shares called of Common Stock to be purchased pursuant to such exercise, (ii) payment of the Exercise Price, in an amount equal to the aggregate purchase price for on all shares of Common Stock to be purchased pursuant to such exercise, and (iii) the face Warrant. Such notice will be substantially in the form of the Subscription Form appearing at the end of the Warrant. Upon receipt of the foregoing, the Company will, as promptly as practicable, and in any event within five (5) business days of such receipt, 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 issuable upon such exercise, as provided in this Agreement. The stock certificat or certificates so delivered will be in such denominations in excess of one hundred thousand (1000,000) shares (or such lessor number as is provided for in the first sentence of this Warrant minus Section 2.04(a)) as may be specified in such notice and will be registered in the number name of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.Holder, or such other name as is designated

Exercise. This Warrant may Option shall be exercised prior as follows: (a) by delivery to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during Company of (i) written notice of exercise stating the Exercise Period, by submitting number of Shares being purchased (in whole shares only) and such other information set forth on the form of subscription Notice of Exercise attached hereto as Appendix A, (ii) a check or cash in the “amount of the Exercise Notice”) duly executed Price of the Shares covered by the Holdernotice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (iii) a written investment representation as provided for in Section 13 hereof, or (b) through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written instructions (i) to a Company designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Company by reason of such purchase and (ii) to the Company at its principal officeto deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction; or (c) by a cashless exercise mechanism approved by the Company in compliance with Section 402 of the Sarbanes Oxley Act; in which case the Optionee shall surrender the Option to the Company, indicating whether and the Holder is electing to purchase a specified Company shall issue the Optionee the number of shares determined as follows: X = Y (A-B) /A where: X = the number of shares to be issued to the Optionee. Y = the number of shares with respect to which the Option is being exercised. A = the closing sale price of the Common Stock on the date of exercise, or in the absence thereof, the fair market value on the date of exercise, and B = the option exercise price. This Option shall not be assignable or transferable, except by paying will or by the Aggregate Exercise Price laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised8 hereof.

Exercise. This (a) To exercise this Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by or any part of this Warrant, the Holder must deliver to the Company (collectively, the "Exercise Documentation"): (i) a completed exercise agreement a form of which is attached; (ii) this Warrant; and (iii) a check payable to the Company in an amount equal to the product of the exercise price and the number of shares the Holder desires to purchase. The Company will, without charge, issue certificates for shares of Common Stock purchased upon exercise of this Warrant within five days after receipt of the Exercise Documentation. Unless this Warrant has expired, or all of the purchase rights represented by this Warrant have been exercised, the Company will also prepare a new Warrant, substantially identical to this Warrant, representing the rights formerly represented by this Warrant which have not expired or been exercised. (b) If, but only if, at any time or after one year from time to time during the Exercise Period, by submitting date of issuance of this Warrant there is no effective registration statement registering the form resale of subscription attached hereto (the “Exercise Notice”) duly executed Common Stock underlying this Warrant by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to may also be exercised, in whole or in part, at such time by means of a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on "cashless exercise" in which the Holder has delivered the Exercise Notice will be entitled to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder receive 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, calling in the aggregate on the face or faces thereof certificate for the number of shares of Common Stock equal to the quotient obtained by dividing [(without giving effect to any adjustment thereinA-B) to (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date on which the Company receives the Exercise Documentation; (B) = the exercise price of this Warrant, as adjusted; and (X) = the number of such shares called for on the face of Common Stock issuable upon exercise of this Warrant minus in accordance with the number terms of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedWarrant.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the number of Ordinary Shares the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or subject to the provisions of Section 2.3, is electing to exercise this Warrant as to a specified number of shares pursuant to the net cashless exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock Ordinary Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This a) Exercise of the purchase rights represented by this Class W-1 Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder made, in whole or in part, at any time or from time to time during times on or after the Initial Exercise Period, Date and on or before the Termination Date by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, 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 its principal office, indicating whether the address of the Holder is electing to purchase a specified number of shares by paying appearing on the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt books of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as Company) of a duly executed facsimile copy (or e-mail attachment) of the close Notice of business on the day on which the Holder has delivered the Exercise Notice to the CompanyForm annexed hereto. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five Within two (52) Business Days of following the date of exercise and prior 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. Partial exercises of this Class W-1 Warrant resulting in purchases of a portion of the total number of Warrant Securities available hereunder shall have the effect of lowering the outstanding number of Warrant Securities purchasable hereunder in an amount equal to the time the Company issues the certificates evidencing the shares issuable upon such exerciseapplicable number of Warrant Securities purchased. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company The Holder and the Company will forthwith issue shall maintain records showing the number of Warrant Securities purchased and the date of such purchases. The Company shall deliver any objection to or upon the order any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Class W-1 Warrant, acknowledge and agree that, by reason of the Holder provisions of this paragraph, following the purchase of a new Warrant or Warrants of like tenor, in the name portion of the Holder or as Warrant Securities hereunder, the Holder (upon payment by number of Warrant Securities available for purchase hereunder at any given time may be less than the Holder of any applicable transfer taxes) may request, calling in the aggregate amount stated on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedhereof.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder record holder of this Warrant at any time on or after the date hereof, and thereafter during the term of this Warrant, in whole or in part from time to time during the Exercise Periodtime, by submitting the form (a) providing written notice of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, exercise to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On on or before the first Trading Day following intended date of exercise, (b) surrendering the date on which Warrant (properly endorsed if required) at the Company has received principal office of the Company, and (c) paying an amount equal to the Exercise Notice, the Company shall transmit Price multiplied by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock being purchased. At the option of the Holder, payment of the Exercise Price may be made either by (x) check payable to the order of the Company, (y) surrender of stock certificates then held representing, or deduction from the number of shares issuable upon exercise of this Warrant, that number of shares which has an aggregate current market price on the date of exercise equal to the aggregate Exercise Price for all shares to be purchased pursuant to this Warrant, or (without giving effect z) any combination of the foregoing methods. Upon the proper exercise of this Warrant, the Company will issue and deliver (or cause to any adjustment thereinbe delivered) to the Holder, stock certificates for that number of such shares called for on of Common Stock purchased. In the face event of a partial exercise of this Warrant, the Company will issue and deliver to the Holder a new Warrant minus at the number same time such stock certificates are delivered, which new Warrant will entitle the Holder to purchase the balance of the shares not purchased in that partial exercise and will otherwise be upon the same terms and provisions as this Warrant. Notwithstanding anything to the contrary in this Section 2, with respect to partial exercises of this Warrant, the Holder agrees that such partial exercises will not be for less than 100,000 shares (without giving effect of Common Stock; provided that such requirement will be adjusted in accordance with any adjustments to any adjustment therein) for which the Exercise Quantity under this Warrant shall have been exercisedWarrant.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. 1 The number of shares of the Company’s Common Stock that is equal to an aggregate of eight percent (8.0%) of the Units sold in the Offering.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.32.2. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “"Exercise Notice”") duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five two (52) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This Warrant 3.1. Warrants may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time on or from time prior to time during the Exercise PeriodMaturity Date. Warrants may be exercised in one or more tranches. A Warrant may only be exercised by the Warrant Holder recorded as holding such Warrant in the Company’s records. 3.2. A Warrant Holder may exercise its Warrants, in whole or in part, by submitting the form of subscription attached hereto (the “Exercise Notice”) delivering a duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company, specifying the number of Warrants being exercised by it together with the aggregate Exercise Price for such Warrants as contemplated by Section 3.3. 3.3. Upon the exercise of one or more Warrants by a Warrant Holder, that Warrant Holder shall pay an amount equal to the Exercise Price multiplied by the number of Warrants so exercised in cash via wire transfer of immediately available funds into the Company’s bank account, immediately upon the Warrants being exercised. The Aggregate Company hereby irrevocably consents to payment of the Exercise PricePrice in a currency other than the Euro. 3.4. An Exercise Notice, if anyonce issued, shall be paid irrevocable and shall constitute a binding agreement between the relevant Warrant Holder and the Company, enforceable in accordance with its terms. 3.5. When one or more Warrants are exercised by wire transfer to a Warrant Holder in accordance with the terms of this Agreement, the relevant number of Warrant Shares underlying those Warrants shall be issued by the Company to such Warrant Holder within five three (53) Business Days following the receipt by the Company of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company duly executed Exercise Notice and the Company will forthwith issue and deliver to or upon the order payment of the Holder a new relevant Exercise Price for such Warrants into the Company’s bank account. The Company shall cause all Warrant or Warrants of like tenor, Shares to be recorded in the name registers of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling Transfer Agent in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedbook entry form promptly after their issuance.

Exercise. 1.1 This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time Registered Holder, in whole or from time to time in part, during the Exercise PeriodPeriod by surrendering this Warrant, by submitting with the purchase form of subscription attached appended hereto (the “Exercise Notice”) as Exhibit I duly executed by such Registered --------- Holder or by such Registered Holder's duly authorized attorney, at the Holderprincipal office of the Company, to or at such other office or agency as the Company at its principal officemay designate, indicating whether accompanied by payment in full, in lawful money of the Holder is electing to purchase a specified United States, of the Purchase Price payable in respect of the number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to of Warrant Stock purchased upon such exercise. 1.2 Each exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of to have been effected immediately prior to the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, this Warrant shall be paid by wire transfer have been surrendered to the Company within five (5) Business Days of as provided in subsection 1.1 above. -------------- At such time, the date of exercise and prior to the time the Company issues the person or persons in whose name or names any certificates evidencing the shares for Warrant Stock shall be issuable upon such exercise. In exercise as provided in subsection 1.3 -------------- below shall be deemed to have become the event holder or holders of record of the Warrant Stock represented by such certificates. 1.3 As soon as practicable after the exercise of this Warrant is not exercised in fullfull or in part, and in any event within 10 days thereafter, the Company may, at its expense, require the Holder, after such partial exercise, expense will cause to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, be issued in the name of of, and delivered to, the Holder Registered Holder, or as the such Holder (upon payment by the such Holder of any applicable transfer taxes) may requestdirect: (a) a certificate or certificates for the number of full shares of Warrant Stock to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and --------- (b) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Common Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.purchased by the Registered Holder upon such exercise as provided in subsection 1.1 above. --------------

Exercise. This Subject to the provisions hereof, including, without -------- limitation, the limitations contained in Section 7 hereof, this Warrant may be exercised prior exercised, with respect to its expiration pursuant to Section 2.5 hereof by the Holder A Warrant Shares, at any time or from time to time during the A Warrant Exercise Period, and with respect to the B Warrant, at any time or from time to time during the B Warrant Exercise Period, by submitting the holder hereof, in whole or in part, in accordance with the procedures set forth in this Section 1. In order to exercise this Warrant, the holder shall (i) deliver in accordance with Section 9 hereof, a copy of the fully executed exercise agreement in the form of subscription attached hereto (the “"Exercise Notice”) duly executed by the HolderAgreement"), to the Company at its principal officeby 11:59 p.m. San Francisco, indicating whether California time on the Holder is electing Exercise Date, (ii) surrender or cause to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise be surrendered this Warrant along with a copy of the Exercise Agreement as soon as practicable thereafter (but in any event within five (5) business days after the Exercise Date) to a specified number the Company at the Company's principal executive offices (or such other office or agency of shares the Company as it may designate by notice to the holder hereof) and (iii), unless this Warrant is being exercised pursuant to the net cashless exercise provisions of Section 2.3. On or before the first Trading Day following the date on which 11(c) hereof, make payment to the Company has received in cash, by certified or official bank check or by wire transfer for the account of the Company, of the applicable Exercise Price for the Warrant Shares specified in the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of Agreement within three (3) business days after the Exercise NoticeDate). Subject to Section 2.4, this The Warrant Shares so purchased shall be deemed exercised for all purposes to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the day date on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been surrendered and the completed Exercise Agreement shall have been delivered and payment shall have been made for such shares as set forth above or, if such day is not a business day, on the next succeeding business day. The Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised (the "Delivery Period"). If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as the certificates therefor are not required to bear a legend and the holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the holder by crediting the account of the holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the holder physical certificates representing the Warrant Shares so purchased. Further, the holder may instruct the Company to deliver to the holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be requested by the holder hereof, shall be registered in the name of such holder or such other name as shall be designated by such holder and, following the date on which the Warrant Shares have been registered under the Securities Act pursuant to that certain Registration Rights Agreement, dated as of June 30, 1999, by and between the Company and the other signatories thereto (the "Registration Rights Agreement") or otherwise may be sold by the holder pursuant to Rule 144(k) promulgated under the Securities Act (or a successor rule), shall not bear any restrictive legend. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised.

Exercise. This (a) Exercise of the purchase rights represented by this Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder made, in whole or in part, at any time or from time times on or after the Issue Date and on or before the Termination Date by delivery to time during the Exercise Period, by submitting the form Company of subscription attached hereto (the “Exercise Notice”) a duly executed copy, submitted, delivered or mailed (including by the Holderfacsimile or PDF copy submitted by email), to the Company at its principal office100 Xxxxxxx Xxxxxxxx Crescent, indicating whether Unit #1, Ottawa, Ontario, K2M 2A8 Attention: Sxxx Xxxxxx and Kxxx Xxxxx, email: and (or such alternative email or physical address provided in writing by the Company to the Holder is electing to purchase a specified after the date hereof) in substantially the form annexed hereto (the "Notice of Exercise"). Within the earlier of (i) two (2) Trading Days and (ii) the number of shares by paying Trading Days comprising the Aggregate Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date the Holder delivers the Notice of Exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price as provided for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer, bank drafts or cashier's or certified check drawn on a United States or Canadian bank unless the cashless exercise procedure specified in Section 2.2 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or is electing other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to exercise the contrary, the Holder shall not be required to physically surrender this Warrant as to a specified number of shares pursuant to the net exercise provisions Company until the Holder has purchased all of Section 2.3. On or before the first 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 three (3) Trading Day following Days of the date on which the Company has received the final Notice of Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has is delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall be paid by wire transfer 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 within five (5) Business Days shall maintain records showing the number of Warrant Shares purchased and the date of exercise such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and prior to any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the time provisions of this paragraph, following the Company issues purchase of a portion of the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in fullShares hereunder, the Company may, number of Warrant Shares available for purchase hereunder at its expense, require any given time may be less than the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate amount stated on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedhereof.

Exercise. This The Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time Warrant Holder, in whole or from time to time during the Exercise Periodin part, by submitting delivering the form Notice of subscription Exercise purchase form, attached as Exhibit A hereto (the “Exercise NoticeNotice of Exercise”) ), duly executed by the Holder, Warrant Holder to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price or at such other office as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Noticemay designate, the Company shall transmit accompanied by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4payment, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid in cash or by wire transfer or check payable to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants Company, of like tenorthe amount obtained by MI-175075 v2 0437575-0201 multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the “Purchase Price”). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the name Warrant Holder having a Market Price (as defined in Section 3.3 hereof) on the last business day ending the day immediately prior to the Exercise Date (as defined below) equal to the portion of the Holder or as aggregate Exercise Price being paid in such shares. In addition, the Holder (upon payment Warrant may be exercised, pursuant to a cashless exercise by providing irrevocable instructions to the Holder Company, through delivery of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for Notice of Exercise with an appropriate reference to this Section 3.1 to issue the number of shares of the Common Stock equal to the product of (without giving effect to any adjustment thereina) to the number of such shares called for as to which the Warrant is being exercised multiplied by (b) a fraction, the numerator of which is the Market Price of a share of the Common Stock on the face last business day preceding the Exercise Date less the Exercise Price therefor and the denominator of which is such Market Price. For purposes hereof, “Exercise Date” shall mean the date on which all deliveries required to be made to the Company upon exercise of the Warrant pursuant to this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant Section 3.1 shall have been exercisedmade.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 2.4 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting surrender of this Warrant, with the notice of exercise in the form of subscription attached hereto (the “Exercise Notice”) duly executed by the such Holder, to the Company at its principal officeoffice or such other place as designated in writing by the Company, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing such Holder’s election to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.32.2 hereof. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this This Warrant shall be deemed exercised for all purposes as of the close of business 5:00 p.m., New York City time on the day on which the Holder has delivered this Warrant and the Exercise Notice notice of exercise to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days regardless of the date of exercise and prior to the time when the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this the Warrant is not exercised in full, the Company mayCompany, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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 requestHolder, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon the exercise of this Warrant in full, the Company shall be forever released from all its obligations and liabilities under this Warrant and this Warrant shall be deemed of no further force or effect, whether or not the original of this Warrant has been delivered to the Company for cancellation.

Exercise. This Warrant (a) Subject to the provisions of this option, you may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder elect at any time during your employment with the Company or from time an affiliate thereof to exercise the option as to any part or all of the shares subject to this option at any time during the Exercise Periodterm hereof, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holderincluding without limitation, a time prior to the Company at its principal officevesting dates described in paragraph 2 hereof; provided, indicating whether the Holder is electing to purchase however, that: (i) a specified number partial exercise of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant option shall be deemed exercised for all purposes to cover first vested shares and then the earliest vesting installment of unvested shares; (ii) any shares so purchased from installments which have not vested as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise shall be subject to the purchase option in favor of the Company as described in the Early Exercise Stock Purchase Agreement attached hereto as Exhibit D; and (iii) you shall enter into an Early Exercise Stock Purchase Agreement in the form attached hereto with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and (iv) the option shall not be exercisable as to any of the shares referred to in Section 2(c) until and unless such shares have vested. (b) The election provided in this Section 8 to purchase shares upon the exercise of this option prior to the time vesting dates shall cease upon termination of your employment with the Company issues or an affiliate thereof and may not be exercised after the certificates evidencing date thereof. (c) This option may be exercised, to the extent specified above, by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require pursuant to Section 11(e) of the Plan. (d) By exercising this option you agree that: (i) you will enter an arrangement providing for the cash payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of this option; (2) the lapse of any substantial risk of forfeiture to which the shares issuable are subject at the time of exercise; or (3) the disposition of shares acquired upon such exercise. In ; or (ii) with the event this Warrant is not exercised in fullCompany's approval, you may request the Company may, to withhold from your exercise of this option the greatest number of whole shares that have an aggregate fair market value (as determined under the Plan) not exceeding the amount of any tax withholding obligation of the Company arising by reason of (1) the exercise of this option; (2) the lapse of any substantial risk of forfeiture to which the shares are subject at its expense, require the Holder, after time of exercise; or (3) the disposition of shares acquired upon such partial exercise, to promptly return this Warrant provided however, that the amount of any remaining tax withholding obligation of the Company will be paid by you to the Company and in cash; and (iii) the Company will forthwith issue and deliver to (or upon the order a representative of the Holder a new Warrant or Warrants of like tenorunderwriters) may, in connection with the name first underwritten registration of the Holder or as the Holder (upon payment by the Holder offering of any applicable transfer taxes) may requestsecurities of the Company under the Act, calling in the aggregate on the face or faces thereof require that you not sell, dispose of, transfer, make any short sale of, grant any option for the number of purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock equal or other securities of the Company held by you, for a period of time specified by the underwriter(s) (without giving not to exceed one hundred eighty (180) days) following the effective date of a registration statement of the Company filed under the Act. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. To enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to any adjustment therein) to your Common Stock until the number end of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedperiod.

Exercise. This Warrant Subject to the terms and conditions set forth in this Section 8, the Class C Warrants may be exercised prior exercised, in whole or in part (but not as to its expiration pursuant to Section 2.5 hereof by the Holder any fractional part), at any time or from time to time during on and after the Exercise PeriodWarrant Commencement Date and on or prior to 5:00 p.m., by submitting Eastern time, on the applicable Warrant Expiration Date. In order to exercise any Class C Warrant or Class A Warrant, as the case may be, the Warrant Holder shall deliver to the Corporation at its office first set forth above the following: (i) a written notice in the form of subscription the Election to Purchase appearing at the end of the form of Warrant Certificate attached as Exhibit 2 - Form of Election to Purchase hereto (of such Warrant Holder's election to exercise the “Exercise Notice”) duly executed by Class C Warrants and/or Class A Warrants, which notice shall specify the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying Warrants being exercised; (ii) the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise PriceCertificate(s), if any, evidencing the Class C Warrants and/or Class A Warrants being exercised; and (iii) payment of the aggregate Exercise Price. All rights of Warrant Holder with respect to any Class C Warrants an/or Class A Warrants that have not been exercised, on or prior to 5:00 p.m., Eastern Time, on the applicable Warrant Expiration Date shall immediately cease and shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise automatically cancelled and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedvoid.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 2.3 hereof by the Holder holder hereof at any time or and from time to time during the Exercise Periodby surrender of this Warrant, by submitting with the form of subscription attached hereto (Notice of Exercise or Conversion at the “Exercise Notice”) end hereof duly executed by the Holdersuch holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares accompanied by paying the Aggregate Exercise Price as provided in Section 2.2 payment, by certified or is electing to exercise this Warrant as to a specified number of shares pursuant official bank check payable to the net exercise provisions order of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid or by wire transfer to its account, in the Company within five (5) Business Days amount obtained by multiplying the number of shares of Warrant Stock for which this Warrant is then being exercised by the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exerciseExercise Price then in effect. In the event this the Warrant is not exercised in full, the Company mayCompany, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder holder hereof a new Warrant or Warrants of like tenor, in the name of the Holder holder hereof or as the Holder such holder (upon payment by the Holder such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Warrant Stock equal (without giving effect to any adjustment therein) to the balance of the number of such shares called for on the face then purchasable under this Warrant. Upon any exercise of this Warrant, in whole or in part, the holder hereof may, in lieu of paying the aggregate Exercise Price which otherwise would be payable with respect to the shares of Warrant minus the number of such shares (without giving effect to any adjustment therein) Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares"), (a) in the event the holder of this Warrant is also the holder of a promissory note of the Company, convert a like amount of outstanding principal and/or interest amount of such note into such number of shares of Warrant Stock, or (b) surrender this Warrant to the Company together with a notice of cashless exercise, in which event the Company shall issue to the Holder the number of shares of Warrant Stock determined as follows: X = Y (A-B)/A where: X = the number of shares of Warrant Stock to be issued to the Holder. Y = the number of shares of Warrant Stock with respect to which this Warrant is being exercised. A = the Fair Market Value (as defined below) of one share of Warrant Stock. B = the Exercise Price. For purposes of this Section 2.1, the "Fair Market Value" of one share of Warrant Stock (the "Fair Market Value") at any date shall be determined as follows: (a) If shares of the same class or series as the Warrant Stock are at such time listed or admitted for trading on any national securities exchange or quoted on the National Quotation Market System of the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), then the Fair Market Value shall be equal to the closing market price of such shares on the trading day immediately preceding the date of holder's Notice of Exercise or Conversion. As used in this subparagraph (a), "market price" for such trading day shall be the average of the closing prices on such day of such shares on all domestic primary national securities exchanges on which such shares are then listed, or, if there shall have been exercisedno sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or if such shares shall not be so listed, the average of the representative bid and asked prices at the end of such trading day as reported by NASDAQ. (b) If shares of the same class or series as the Warrant Stock are not at such time listed or admitted for trading on any national securities exchange or quoted on NASDAQ, then the Fair Market Value of one share of Warrant Stock shall be determined by the Board of Directors of the Company in its reasonable good faith judgment; provided, that if Citizens advises the Company in writing that Citizens disagrees with such determination, then Citizens and the Company shall promptly select a reputable investment banking or appraisal firm to undertake a valuation of such shares. If the valuation of such investment banking or appraisal firm is greater than that determined by the Board of Directors by five percent (5%) or more, then all fees and expenses of such investment banking or appraisal firm shall be paid by the Company. In all other circumstances, such fees and expenses shall be paid by Citizens. The determination of such investment banking or appraisal firm shall be conclusive for purposes hereof.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form For purposes of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise NoticeAgreement, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant Option Shares shall be deemed exercised for "Nonvested Shares" unless and until they have become "Vested Shares." The Option shall in all purposes as of events terminate at the close of business on the day on which tenth (10th) anniversary of the Holder has delivered Grant Date (the "Term"). Subject to other terms and conditions set forth herein, the Option may be exercised in cumulative installments as follows: Option Shares shall constitute Vested Shares once they are exercisable. Subject to the relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. No less than 100 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. 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 Option shall be made by delivery to the Company by you (or other person entitled to exercise the Option as provided hereunder) of an executed "Notice of Exercise of Option and Record of Stock Transfer", in the form attached hereto as Exhibit A and incorporated herein by reference, and payment of the aggregate purchase price for shares purchased pursuant to the exercise. Payment of the Exercise Notice to Price may be made at your election, with the approval of the Company. The Aggregate Exercise Price, if anyin cash, shall be paid by certified or official bank check or by wire transfer of immediately available funds, by delivery to the Company within five (5) Business Days of a number of shares of Stock having a fair market value as of the date of exercise and prior equal to the time Exercise Price, or any other consideration approved by the Company issues Company. The Committee may, at its sole option, deny you your request to pay the certificates evidencing the shares issuable upon such exerciseExercise Price with any consideration other than cash, certified or official bank check or wire transfer. In the event this Warrant the Committee subsequently determines that the aggregate fair market value (as defined above) of Stock or any other consideration delivered as payment of the Exercise Price is insufficient to pay the entire Exercise Price, then you shall pay to the Company, immediately upon the Committee's request, the amount of the deficiency in the form of payment requested by the Committee. In the event that you shall cease to be employed by the Company or any Subsidiary or parent thereof for any reason other than disability or death, the Option may only be exercised within 90 days after the date on which you ceased to be so employed (or within the remainder of the term specified in Section 2(a) above, if shorter), and only to the same extent that you were entitled to exercise the Option on the date on which you ceased to be so employed and had not previously done so. In the event that you shall cease to be employed by the Company or any Subsidiary or parent thereof due to death or disability, the Option may be exercised within one year of the date you ceased to be employed (or within the remainder of the term specified in fullSection 2(a) above, if shorter), and only to the same extent that you were entitled to exercise the Option on the date on which you ceased to be so employed and had not previously done so. If you are on leave of absence for any reason, the Company may, at in its expensesole discretion, require determine that you will be considered to still be in the Holderemploy of or providing services for the Company, after such partial exercise, to promptly return this Warrant provided that rights to the Company and the Company Option Shares 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) be limited to the number of such shares called for on extent to which those rights were earned or vested when the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedleave or absence began.

Exercise. This 4.1 The Purchase Rights represented by this Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by are exercisable upon the terms and conditions set forth herein at the option of the Holder in whole at any time or and in part, but not for less than 100 shares at a time, at any time and from time to time during the Exercise Period, by submitting upon the delivery of the Notice of Exercise form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holderas Exhibit 1, to the Company at its principal officewith such notice duly executed and upon payment in cash, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 wire transfer or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt bank cashier’s check of the Exercise NoticePrice. Subject to Section 2.4, this Warrant The Purchase Rights shall be deemed exercised to have been exercised, and the Holder shall be deemed to have become a stockholder of record of the Company for the purposes of receiving dividends and for all other purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice whatsoever with respect to the Company. The Aggregate Exercise Priceshares of Common Stock so purchased, if any, shall be paid by wire transfer to the Company within five (5) Business Days as of the date of exercise delivery of such properly executed notice accompanied by proper tender of the Exercise Price at the office of the Company. As promptly as practicable on or after such date, and prior in any event within three (3) business days thereafter, the Company at its expense shall issue and deliver, or cause to be issued and delivered, to the time person or persons entitled to receive the Company issues same, a certificate or certificates for the certificates evidencing the number of shares issuable upon such exercise. In the event that this Warrant is not exercised in fullpart, the Company may, at its expense, require expense will execute and deliver a new Warrant of like tenor exercisable for the Holder, after such partial exercise, to promptly return number of shares for which this Warrant may then be exercised. 4.2 In lieu of the payment methods set forth in Section 4.1 above, in the event the Warrant Shares have not been registered under an effective registration statement filed pursuant to the Securities Act prior to the earlier of: (i) one (1) year from the Issue Date of this Warrant; or (ii) the closing of the Qualified Public Offering, the Holder may elect to exchange all or some of this Warrant for shares of Common Stock equal to the value of the amount of the Warrant being exchanged on the date of exchange. If Holder elects to exchange this Warrant as provided in this Section 4.2, Holder shall tender to the Company the Warrant for the amount being exchanged, along with written notice of Holder’s election to exchange some or all of the Warrant, and the Company will forthwith shall issue and deliver to or upon Holder the order number of shares of the Holder a new Warrant or Warrants of like tenor, in Common Stock computed using the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for following formula: Where: X = the number of shares of Common Stock equal (without giving effect to any adjustment therein) be issued to Holder. Y = the number of shares of Common Stock purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such shares called for calculation). A = the Fair Market Value of one share of the Common Stock on the face date that the notice of this Warrant minus exercise is received by the number Company. B = Exercise Price (as adjusted to the date of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedcalculation).

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”i) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing In order to exercise this Warrant with respect to all or any portion of the Warrant Shares during the times when the Warrant is exercisable (as to a specified number described above), the Holder (or in the case of shares pursuant exercise after the Holder’s death, the Holder’s executor, administrator, heir or legatee, as the case may be) must take the following actions: (a) execute and deliver to the net exercise provisions Company the Notice of Section 2.3. On Exercise in the form attached hereto as Exhibit “A” and incorporated herein by this reference (the “Notice of Exercise”); (b) pay the Exercise Price for the purchased Warrant Shares by either full payment, in cash or before the first Trading Day following the date on cash equivalents, or any other form which the Company has received may, in its sole and absolute discretion, approve at the Exercise Noticetime of exercise; and (c) execute and deliver to the Company a Letter of Accession with respect to the SEA in the form attached hereto as Exhibit “B” and incorporated herein by this reference (the “Letter of Accession”), as well as such additional documents, instruments or agreements as the Company shall transmit by electronic mail an acknowledgement determine is reasonably necessary or appropriate in order to evidence or reflect any of confirmation of receipt the foregoing. Payment of the Exercise Notice. Subject to Section 2.4, this Price shall immediately become due and shall accompany the Notice of Exercise. (ii) This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the Holder of record of such Warrant Shares as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercisedate. In the event that this Warrant is not exercised in fullpart, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue execute 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, calling in the aggregate on the face or faces thereof tenor exercisable for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been may then be exercised.

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five two (52) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock Ordinary Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

Exercise. This Warrant The Option may be exercised prior only to its expiration pursuant the extent the Option is vested, unless otherwise agreed to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise PeriodAdministrator, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed and may be exercised only by the Holder, delivery to the Company at its principal officeof a properly completed written notice, indicating whether in form satisfactory to the Holder is electing to purchase a specified Administrator, which notice shall specify the number of shares by paying Option Shares to be purchased and the Aggregate Exercise aggregate Option Price for such shares, together with payment in full of such aggregate Option Price. Payment shall only be made as provided specified in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3Plan. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt If any part of the Exercise Notice. Subject to Section 2.4payment of the Option Price is made in shares of Stock, this Warrant such shares shall be deemed exercised for all purposes valued by using their Fair Market Value as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise of the Option. The Option may not be exercised unless the Participant (a) enters into (i) a restricted stock agreement covering the shares of Stock issuable upon exercise of the Option (a "RESTRICTED STOCK AGREEMENT") and prior (ii) any other document (a "PRIVATE ISSUANCE DOCUMENT") the Company determines necessary to ensure that the Option Shares are issued pursuant to an available exemption from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and applicable state securities laws, and (b) there has been compliance with all the preceding provisions of this Section 2. For all purposes of this Stock Option Agreement, the date of the exercise of the Option shall be the date upon which there is compliance with all such requirements. Notwithstanding the foregoing, the Participant shall not be required to enter into a Restricted Stock Agreement or a Private Issuance Document upon exercise of the Option in the event that, at the time of such exercise, (a) the Option is fully vested as to the time Option Shares being purchased, (b) the Company issues has consummated an initial public offering of the certificates evidencing Stock registered under the Securities Act, and (c) there is an effective Registration Statement on Form S-8 of the Company under the Securities Act covering the issuance of the Option Shares upon exercise of the Option. The Participant acknowledges and agrees that the Restricted Stock Agreement may include such provisions as the Administrator in its sole discretion may determine to be desirable including, without limitation, restrictions on transfer, rights of first refusal of the Company, Company repurchase rights that may be exercised at any time and for any reason, including repurchases under specified circumstances that will result in the Participant not realizing any gain from the purchase of the shares, deferred payment for the purchase of shares from the Participant, rights to require sale of the shares issuable upon such exercise. In in the event this Warrant is not exercised of a change in fullcontrol of the Company, and limitations on sales immediately following an initial public offering. Except as provided above, exercise of the Company mayOption and issuance of the underlying Option Shares will be conditioned upon the Participant's (i) acknowledgment that the Participant has read and understands the terms and provisions of the Restricted Stock Agreement and enters into such Restricted Stock Agreement voluntarily with an intent to be bound by its provisions, at its expense, require and (ii) delivery of executed copies of the Holder, after such partial exercise, to promptly return this Warrant Restricted Stock Agreement to the Company Administrator. The Option shall be transferable only to, and the Company will forthwith issue and deliver to or upon the order shall be exercisable only by, such persons permitted in accordance with Section 4(e) 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, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedPlan.