Common use of Exercise Clause in Contracts

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised at any time or from time Subject to time -------- from the provisions, limitations and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office other relevant provisions of the CompanyPlan and of this Agreement, at 000 Xxxxx Xxxxxxxx Xxxxxxand the earlier expiration of the Option as herein provided, Xxxxx 0000, Xxxxxxx, XX 00000, with Employee may exercise the subscription form duly executed, together with payment in an amount equal Option to purchase some or all of the Shares as follows: (a) The Option shall become exercisable in three cumulative equal annual installments as follows: (i) on the first anniversary of the Effective Date, the right to purchase one-third of the aggregate number of shares of Common Stock called for Shares shall become exercisable without further action by the Committee; (ii) on the face second anniversary of this Warrantthe Effective Date, multiplied the right to purchase an additional one-third of the aggregate number of Shares shall become exercisable without further action by the Committee; and (iii) on the third anniversary of the Effective Date, the right to purchase the remaining one-third of the aggregate number of Shares shall become exercisable without further action by the Committee. (b) by Notwithstanding any other provision of this Agreement, the Purchase Price. Payment unexercised portion of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash paymentOption, if this Warrant is exercised on a date when a Registration Statement any, will automatically and without notice terminate and become null and void upon the expiration of ten (10) years from the Effective Date of the Option. (c) Any exercise by Employee of the Option, or portion thereof, shall be conducted by delivery of an irrevocable notice of exercise to the Company or its designee as defined provided in the Registration Rights Agreement), covering Plan. In no event shall Employee be entitled to exercise the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised Option for less than the full number a whole Share. (d) Notwithstanding any other provision of shares of Common Stock at the time called for herebythis Agreement, except that the number of shares receivable upon the exercise occurrence of this Warrant as a wholeChange in Control, the Option shall become fully vested and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant immediately exercisable in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business full on the date of its surrender for exercise the Change in Control. For purposes hereof, “Change in Control” shall mean the occurrence of any of the following events: (i) a merger of Dynegy with another entity, a consolidation involving Dynegy, or the sale of all or substantially all of the assets or equity interests of Dynegy to another entity if, in any such case, (A) the holders of equity securities of Dynegy immediately prior to such event do not beneficially own immediately after such event equity securities of the resulting entity entitled to fifty-one percent (51%) or more of the votes then eligible to be cast in the election of directors (or comparable governing body) of the resulting entity in substantially the same proportions that they owned the equity securities of Dynegy immediately prior to such event or (B) the persons who were members of the Board immediately prior to such event do not constitute at least a majority of the board of directors of the resulting entity immediately after such event; (ii) the dissolution or liquidation of Dynegy, but excluding a reorganization pursuant to chapter 11 of Title 11, U.S. Code, as provided aboveamended; (iii) a circumstance where any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of fifty percent (50%) or more of the combined voting power of the outstanding securities of, (A) if Dynegy has not engaged in a merger or consolidation, Dynegy, or (B) if Dynegy has engaged in a merger or consolidation, the resulting entity; (iv) circumstances where, as a result of or in connection with, a contested election of directors, the persons who were members of the Board immediately before such election shall cease to constitute a majority of the Board; or (v) the Board (or the Committee) adopts a resolution declaring that a Change in Control has occurred. For purposes of the “Change in Control” definition, (1) “resulting entity” in the context of an event that is a merger, consolidation or sale of all or substantially all of the subject assets or equity interests shall mean the surviving entity (or acquiring entity in the case of an asset or equity interest sale), unless the surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and the holders of common stock of Dynegy receive capital stock of such other entity in such transaction or event, in which event the resulting entity shall be such other entity, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such datesubsequent to the consummation of a merger or consolidation that does not constitute a Change in Control, the Company term “Dynegy” shall issue and deliver refer to the person resulting entity and the term “Board” shall refer to the board of directors (or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction comparable governing body) of the then Fair Market Value on the date of exercise of one full share of Common Stockresulting entity.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8June 22, 20112012, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"“Commission”), or is no longer in effect, and the Fair Market Value (as defined below) is equal to or greater than the Purchase Price, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised at At any time during which the Company Option is exercisable hereunder (the "Repurchase Period"), upon demand by Parent, Parent shall have the right to sell to Company (or any successor entity thereof) and Company (or such successor entity) shall be obligated to repurchase from time Parent (the "Put"), all or any portion of the Company Option, to time -------- from and after the Original Issuance extent not previously exercised, at the price set forth in subparagraph (i) below, and/or all or any portion of the Company Shares purchased by Parent pursuant thereto, at a price set forth in subparagraph (ii) below: (i) the difference between the "Market/Tender Offer Price" for shares of Company Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to the other party (defined as the greater of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Takeover Proposal which was made prior to the Notice Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for not terminated or withdrawn as of the full number Notice Date (the "Tender Price") or (B) the average of the closing prices of shares of Company Common Stock called on the Nasdaq National Market for herebythe ten (10) trading days immediately preceding the Notice Date (the "Market Price")), and the Exercise Price, multiplied by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called Company Shares purchasable pursuant to the Company Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7), but only if the Market/Tender Offer Price is greater than the Exercise Price; (ii) the Exercise Price paid by Parent for on the face of this WarrantCompany Shares acquired pursuant to the Company Option plus the difference between the Market/Tender Offer Price and the Exercise Price, but only if the Market/Tender Offer Price is greater than the Exercise Price, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.Shares so purchased;

Exercise. This Warrant (a) The Exercise Price per share of the Option is $0.25. The Option may only be exercised if it becomes exercisable pursuant to Section 2. (b) The Option may be exercised at any time or by (i) providing written notice to the Company in the form prescribed by the stockholders from time to time -------- at any time and from and time to time after the Original Issuance Date Option becomes exercisable in accordance with Section 2 (the “Notice of Exercise”), which Notice of Exercise shall be delivered to the Company in the form, and before 5:00 p.m.in the manner, Eastern Timedesignated by the Company from time to time, on August 8and (ii) paying the Exercise Price per share. If permitted by the Company, 2011this Option may be exercised in fractions by paying the percentage of the Exercise Price per share represented by the fractional purchase. (c) Payment of the Exercise Price per share may be made, on any business dayat your election, for with the full number of shares of Common Stock called for hereby, by surrendering it at the principal office approval of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx(i) if the Shares are readily tradable on a national securities market, Xxxxx 0000through a “cashless exercise” in accordance with a Company-established policy or program for the same, Xxxxxxxor (ii) if the Shares are not readily tradable on a national securities market, XX 00000by any method pre-approved by the Company. (d) As soon as practicable but not later than five Business Days after the Company shall have received such Notice of Exercise and payment, the Company shall issue or cause to be issued, in accordance with the subscription form duly executedsuch Notice of Exercise, together with payment in an amount equal to (a) the number of shares Shares specified in such Notice of Common Stock called for on the face of this WarrantExercise, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment issued in immediately available funds; your name or (2) in lieu such other name or names of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined immediate family member designated in the Registration Rights Agreement), covering the resale such Notice of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)Exercise. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant The Option shall be deemed to have been exercised immediately prior and such Shares shall be deemed to the close of business on the date of its surrender for exercise as provided abovehave been issued, and the person entitled to receive the shares you or other family member(s) designated in such Notice of Common Stock issuable upon such exercise Exercise shall be treated deemed for all purposes as the to have become a holder of record of such shares of record Shares as of the close date that such Notice of business on such date. Within two (2) business days after such date, Exercise and payment shall have been received by the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockCompany.

Exercise. (a) This Warrant may be exercised at any time by the Registered Holder, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at 000 Xxxxx Xxxxxxxx Xxxxxxsuch other office or agency as the Company may designate, Xxxxx 0000accompanied by payment (by wire transfer) in full, Xxxxxxxin lawful money of the United States, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment payable in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase respect of the number of such shares not Warrant Shares purchased upon such exercise. (b) Each exercise shall be issued by the Company to Holder without any charge therefor. A of this Warrant shall be deemed to have been exercised effected immediately prior to the close of business on the date of its surrender for exercise day (the "Exercise Date") on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, and the person entitled to receive the shares of Common Stock issuable upon such exercise Registered Holder shall be treated for all purposes as deemed to have become the holder of such shares of record as of the close Warrant Shares. (c) As soon as practicable after the exercise of business on such date. Within two (2) business this Warrant in full or in part, and in any event within 15 days after such datethereafter, the Company shall issue Company, at its expense, will cause to be issued in the name of, and deliver to delivered to, the person or persons entitled to receive Registered Holder (upon payment by the same Registered Holder of any applicable transfer taxes): (i) a certificate or certificates for the whole number of full shares of Common Stock issuable duly authorized, validly issued, fully paid and non-assessable Warrant Shares to which the Registered Holder shall be entitled upon such exercise, together with cashexercise plus, in lieu of any fraction fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, equal to such fraction of calling in the then Fair Market Value aggregate on the date face or faces thereof for the number of exercise Warrant Shares equal (without giving effect to any adjustment therein) to the number of one full share such shares called for on the face of Common Stockthis Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx XxxxxxXxxx., Xxxxx 0000, XxxxxxxXxxxxxxxxx, XX 00000, with the subscription form duly executed, together with (i) payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as may be adjusted in accordance with the terms of this Warrant multiplied by (b) by the then Purchase PricePrice in effect at the time of exercise, or (ii) a conversion notice in the form set forth on Schedule I hereto indicating that the Holder has elected to exercise this Warrant pursuant to the procedures set forth in Section 1.B below. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock. B. In lieu of exercising this Warrant for cash pursuant to Section 1. A above, the Holder may elect to satisfy the Purchase Price by exchanging the Warrant for a number of shares of Common Stock computed using the following formula (such election being referred to herein as a “Net Issue Exercise Election”):

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.4 hereof by the holder hereof at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebytime, by surrendering it at the principal office surrender of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000this Warrant, with the form of subscription form at the end hereof duly executedexecuted by such holder, together with payment to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in an the amount equal to (a) obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by 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, multiplied (b) by in whole or in part, the Purchase Price. Payment of holder hereof may pay the Purchase aggregate Exercise Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of with respect to the shares of Common Stock issuable upon exercise for which this Warrant is then being exercised (collectively, the "EXERCISE SHARES") by (a) in the event the holder of this Warrant has not been declared effective is also the holder of a promissory note of the Company, decreasing the outstanding principal and/or interest amount of such note by the Securities and Exchange Commission such amount or (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- b) surrendering its rights to a number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) Exercise Shares having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less herein) equal to or greater than the full number of shares of Common Stock at required aggregate Exercise Price, in which case the time called for hereby, except that holder hereof would receive the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall Exercise Shares to which it would otherwise be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cashless the surrendered shares. For purposes of this Section 2.1, in lieu the fair market value of one share of Common Stock (the "FAIR MARKET VALUE") shall be equal to, at any fraction of a sharedate, equal to such fraction the last reported sale price per share on the NASDAQ National Market System (as defined herein) trading day preceding that date. The "last reported sale price" for any day shall be (i) the last reported sale price of the Common Stock on the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System (the "NASDAQ NATIONAL MARKET SYSTEM"), or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (ii) if not quoted as described in clause (i), the last bid quotation for the Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted bid quotations for the Common Stock, or (iii) if the Common Stock is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of the Common Stock on the principal securities exchange on which the Common Stock is listed. If none of the conditions set forth above is met, the Fair Market Value of the Common Stock on any day shall be the fair market value of the Common Stock as determined by an investment firm selected by the Company and which is acceptable to the holder of this Warrant. All expenses of the determination of the Fair Market Value shall be borne by the Company. In no event shall any "minority discount" or other discount (based on voting control or lack thereof or otherwise based on the date percentage of exercise issued securities of one full share of Common Stockthe Company that the securities being valued represent) be used, factored in, or otherwise considered or applied in determining Fair Market Value.

Exercise. This Warrant may The purchase price of Shares purchased hereunder shall be exercised at any time paid in full with, or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m.in a combination of, Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) cash or (b) shares of the Corporation’s Common Stock that have been owned by the Optionee, and have been fully vested and freely transferable by the Optionee, for at least six months preceding the date of exercise of the Option, duly endorsed or accompanied by stock powers executed in blank. However, the Corporation in its discretion may permit the Optionee (if the Non-Qualified Stock Option Agreement February 15, 2006 Page 4. Optionee owns shares that have been owned by the Optionee, and have been fully vested and fully transferable by the Optionee, for at least six months preceding the date of exercise) to “attest” to his ownership of the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment required to pay all or part of the Purchase Price may be made at Holder's choosing either: purchase price (1) by payment in immediately available funds; or (2) in lieu and not require delivery of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreementshares), covering in which case the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal Corporation will deliver to the product of (x) Optionee the number of shares to which the Warrants are being exercised multiplied by (y) a fractionOptionee is entitled, net of the “attested” shares. If payment is made in whole or in part with shares of the Corporation’s Common Stock, the numerator value of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of such Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise the mean between its high and low prices on the day of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued as reported by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to The New York Times following the close of business on the date of its surrender for exercise as provided aboveexercise. No “reload” or other option will be granted by reason of any such exercise. The Optionee agrees that, notwithstanding the terms of any pre-existing agreement between the Corporation and the person entitled to receive the Optionee, any shares of the Corporation’s Common Stock issuable upon such surrendered (or “attested” to) for payment of the exercise price of any options previously granted by the Corporation to the Optionee (whether granted under the terms of the Amended and Restated Employee Long-Term Incentive Plan or any predecessor program) shall be treated for all purposes as valued in the holder of such shares of record as manner provided in the preceding sentence except to the extent otherwise expressly provided by the terms of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockprogram document.

Exercise. (A) This Warrant may be exercised at any time exercised, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Company with the subscription Election to Exercise form set forth at the end hereof duly executed, together with payment and by paying in an amount equal to (a) full, the number of shares Warrant Price for each share of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if as to which this Warrant is exercised exercised. Such payment may be (i) in cash or by cashier’s or bank check, or (ii) by making a cashless exercise. (i) Upon a cashless exercise, the Warrant Holder shall receive Common Stock on a date when a Registration Statement (as defined in net basis such that, without the Registration Rights Agreement)payment of any funds, covering the resale of the shares of Common Stock issuable upon exercise of Warrant Holder shall surrender this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (xa) the number of shares of Common Stock as to which the Warrants are being exercised this Warrant is exercised, multiplied by (yb) a fraction, the numerator of which is the Purchase aggregate Market Price of the Common Stock less the Warrant Price, and the denominator of which is such aggregate Market Price of the Fair Common Stock. (ii) In connection with a cashless exercise, the term “Market Value Price” shall mean at any applicable date: (as defined below). This Warrant may be exercised for less than a) if the full number of shares of Common Stock is at that time traded on a national securities exchange or NASDAQ market, then the time called last closing price of such security on the exchange or market on which such security is traded as reported by Bloomberg, or, if not so traded, then the average of the bid and asked prices of the market makers for herebysuch security as reported in the OTC Markets (formerly known as the “pink sheets”) or (b) in case no such reported sale takes place on such day, except that the number average of shares receivable the last reported sales prices, or average of the bid and asked prices, for the last three (3) trading days, as reported by Bloomberg, or (b) if the Common Stock is not so traded, then the fair market value of such Common Stock as reasonably determined by the Board of Directors of the Company and the Warrant Holder without any discount for lack of marketability or minority discount. If the Board of Directors of the Company and the holder are unable to agree upon the exercise fair market value of this Warrant as a wholethe Common Stock, then the Board of Directors of the Company and the sum payable upon holder shall appoint a qualified appraiser who shall determine the exercise fair market value of this Warrant the Common Stock as a whole, provided in the preceding sentence. The cost of the appraiser shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued paid equally by the Company to Holder without any charge therefor. A Warrant and the holder and the appraiser's determination shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockfinal.

Exercise. This Warrant may be exercised at At any time during which the Company Option is exercisable hereunder (the "Repurchase Period"), upon demand by Omega, Omega shall have the right to sell to Company (or any successor entity thereof) and Company (or such successor entity) shall be obligated to repurchase from time Omega (the "Put"), all or any portion of the Company Option, to time -------- from and after the Original Issuance extent not previously exercised, at the price set forth in subparagraph (i) below, and/or all or any portion of the Company Shares purchased by Omega pursuant thereto, at a price set forth in subparagraph (ii) below: (i) the difference between the "Market/Tender Offer Price" for shares of Company Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to the other party (defined as the greater of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Takeover Proposal which was made prior to the Notice Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for not terminated or withdrawn as of the full number Notice Date (the "Tender Price") or (B) the 10 day trading average of shares the last sale price of a share of Company Common Stock called for herebyas reported on The Nasdaq SmallCap Market over the period ending on the trading day immediately preceding the Notice Date (the "Market Price")), and the Exercise Price, multiplied by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called Company Shares purchasable pursuant to the Company Option (or portion thereof with respect to which Omega is exercising its rights under this Section 7), but only if the Market/Tender Offer Price is greater than the Exercise Price; (ii) the Exercise Price paid by Omega for on the face of this WarrantCompany Shares acquired pursuant to the Company Option plus the difference between the Market/Tender Offer Price and the Exercise Price, but only if the Market/Tender Offer Price is greater than the Exercise Price, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.Shares so purchased;

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8October ___, 2011, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares ---------- of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8___________, 20112008, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 0000 X. XxXxxx Xxxxxxxxx (Xxxxx Xxxxxxxx Xxxxxx000), Xxxxx 0000Xxx Xxxx, Xxxxxxx, XX Xxxxxxxxxx 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: either (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)) on the date of exercise equal to such sum. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised by the Holder, in whole or in part, at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, until the fifth year anniversary date thereof on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it surrender at the principal office of the Company, at 000 10000 Xxxxxx Xxxxx Xxxxxxxx XxxxxxXxxx, Xxxxx 0000Xxx Xxxxx, Xxxxxxx, XX Xxxxxxxxxx 00000, with the subscription form Subscription Form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on designated in the face of this WarrantSubscription Form, multiplied by (b) by the Exercise Price, as adjusted in accordance with Section 4 of this Warrant (without giving effect to any further adjustment herein) (the "Purchase Price"). Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a following the date one (1) year from the Original Issuance Date, and the Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSIONCommission"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares of Common Stock not purchased upon such exercise shall be issued by the Company to the Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two five (25) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Subject to the limitations set forth in Section 3, this Warrant may be exercised by the Holder hereof at any time or from time during the Warrant Exercise Period by surrender of this Warrant to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it Company at the its principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executedoffice, together with payment (i) the form of subscription at the end hereof duly executed by such Holder, (ii) such other documents, statements, subscription agreements or other items as may be reasonably requested by the Company in an furtherance of its requirements pursuant to Section 3 below, and (iii) payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount equal to (a) obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect (such amount, the "EXERCISE PAYMENT"), except that the Holder may, at its option, elect to pay the Exercise Payment by canceling a portion of this Warrant that is equal to the number of shares determined by dividing the Exercise Payment by (i) the Current Market Price as of the date of exercise or (ii) if the Current Market Price cannot be determined because the Common Stock is not listed or admitted to unlisted trading on the New York Stock Exchange, another national securities exchange, or the National Market System, the Estimated Current Market Price (as hereinafter defined) (such manner of payment, a "NON-CASH EXERCISE PAYMENT"). The "ESTIMATED CURRENT MARKET PRICE" means the amount most recently determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purpose of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). Upon request of the Holder, the Company's Board of Directors (or a representative thereof) shall promptly notify the Holder of the Estimated Current Market Price. Notwithstanding the foregoing, if the Company's Board of Directors has not made such a determination within the three-month period prior to an exercise of the Warrant in which the Holder has elected to make a Non-Cash Exercise Payment, then (A) the Estimated Current Market Price shall be the amount next determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Company's Board of Directors shall make such a determination within 15 days of a request by the Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection shall be delayed until such determination is made. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor and dated September 26, 1995, in the name of the Holder hereof or as such Holder (upon payment by 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, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and minus the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company (without giving effect to Holder without any charge therefor. A adjustment therein) for which 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 shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction including by way of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockNon-Cash Exercise Payment).

Exercise. This The Holder may exercise this Warrant may be exercised at any time or from time to time -------- times from and after the Original Issuance Date through and before 5:00 p.m., Eastern Time, on August 8, 2011, including the Expiration Date on any business day, Business Day for the full number of shares of Common Stock called for hereby, hereby by surrendering it this Warrant at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Principal Office with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, Warrant multiplied by (b) by the Purchase Exercise Price. Payment of the Purchase Exercise Price may be made made, at Holder's choosing ’s choosing, either: (1) by payment in immediately available funds; or (2a) in lieu of any cash payment, if this Warrant such Holder is exercised on a date when a Registration Statement an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Registration Rights AgreementAct (as defined below)) on the date of exercise or (b) by a cashless exercise. Under a cashless exercise, covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange Holder shall be entitled to receive a certificate for the ---------- that number of shares of Common Stock which is equal to the product difference of (i) the number of Warrants being exercised minus (ii) the quotient obtained by dividing (x) the product of the Exercise Price times the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)) per share of the Common Stock. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, whole and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant Warrant, in accordance with the terms hereof, this Warrant shall be surrendered, and without any charge, the Company shall issue to the Holder a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge thereforexercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise (each a “Warrant Share” and, collectively, the “Warrant Shares”) shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person person, or persons persons, entitled to receive the same a certificate or certificates for the number of full shares of Common Stock Warrant Shares issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. (a) This Warrant may be exercised at any time by the Registered Holder, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it the surrender of this Warrant (with the Notice of Exercise Form attached hereto duly executed by such Registered Holder) at the principal office of the Company, or at 000 Xxxxx Xxxxxxxx Xxxxxxsuch other office or agency as the Company may designate, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with accompanied by payment in full, in lawful money of the United States, of an amount equal to (a) the then applicable Exercise Price multiplied by the number of shares of Common Stock called for on the face of this Warrant, multiplied Warrant Shares then being purchased upon such exercise. (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon Each exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised effected immediately prior to the close of business on the date of its surrender for exercise day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, and the person entitled to receive the shares of Common Stock or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be treated for all purposes as deemed to have become the holder of such shares or holders of record as of the close of business on Warrant Shares represented by such date. certificates. (c) Within two five (25) business days after such datethe exercise of the purchase right represented by this Warrant, the Company shall issue at its expense will use its best efforts to cause to be issued in the name of, and deliver delivered to, the Registered Holder, or, subject to the person terms and conditions hereof, to such other individual or persons entitled to receive the same entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Common Stock issuable Warrant Shares to which such Registered Holder shall be entitled upon such exercise, together with cashexercise plus, in lieu of any fraction fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, equal to such fraction of the then Fair Market Value stating on the date face or faces thereof the number of exercise of one full share shares of Common StockStock currently stated on the face of this Warrant minus the number of such shares of Common Stock purchased by the Registered Holder upon such exercise as provided in subsection 1(a) above.

Exercise. (a) This Warrant may be exercised exercised, in whole or in part, at any time or from time to time -------- from and after prior to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyExpiration Date, by surrendering it at the principal office of the Company, at 000 Xxxxx 0000 Xxxxxxxx XxxxxxXxxx, Xxxxx 0000Suite C, XxxxxxxTampa, XX 00000, with the subscription form duly executedFlorida 33634, together with payment a completed and executed Subscription Form and a certified or cashier's check in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (xi) the number of shares to which the Warrants are being exercised multiplied by Warrant Shares purchased and (yii) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value Price. (as defined below). b) This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of Warrant Shares represented by this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reducedWarrant. Upon a such partial exercise of this Warrant in accordance with the terms hereofexercise, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares Warrant Shares not purchased upon such exercise shall be issued to Holder by the Company to Holder without any charge therefor. Company. (c) A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two As soon as practicable on or after such date, and in any event within ten (210) business days after such datethereafter, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock Warrant Shares issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise current fair market value of one full share as reasonably determined in good faith by the Company's Board of Common StockDirectors (the "Board"). All Warrant Shares issued upon the exercise of this Warrant shall be validly issued, fully paid and non-assessable. (d) In the event that any portion of this Warrant is unexercised on or before the Expiration Date, such portion of this Warrant shall automatically expire, and the Holder shall have no rights with respect to such unexercised portion of this Warrant.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8June 11, 20112012, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"“Commission”), or is no longer in effect, and the Fair Market Value (as defined below) is equal to or greater than the Purchase Price, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This (1) A Warrant Holder may exercise the Warrants, in whole or in part, to purchase the Underlying Shares in such amounts as may be exercised elected upon surrender of the Warrant Certificates therefor with the subscription form thereon duly executed, to the Company at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m.its corporate office at 2 Soxxx Xxxxx Xxxxx, Eastern TimeXxxx Xxxxxx, on August 8Xxxxxxxxxx, 2011, on any business day, for xxgether with the full number Underlying Share Purchase Price for each Underlying Share to be purchased, (i) in lawful money of shares of Common Stock called for herebythe United States, or by surrendering it at certified check or bank draft payable in United States dollars to the principal office order of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with (ii) cancellation of all or any part of the subscription form duly executed, together with payment unpaid principal amount of indebtedness outstanding under the Loan Agreement in an amount equal to the Underlying Share Purchase Price, or (aiii) surrender to the number of Company for cancellation certificates representing shares of Common Stock called of the Company owned by the Warrant Holder (properly endorsed for transfer in blank) having a current market price on the face date of this Warrant, multiplied (b) by Warrant exercise equal to the Purchase Price. Payment of the Underlying Share Purchase Price may and upon compliance with and subject to the conditions set forth herein and in the Warrant Certificate. For purposes of any computation under this Section 2(b)(1), the then current market price per share of Common Stock will be made at Holder's choosing either: (1) by payment in immediately available funds; or computed as set forth under Section 2(c). (2) in lieu Upon receipt of any cash payment, if this such Warrant is exercised on Certificates together with the Subscription Form attached hereto as Exhibit D (or a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale reasonable facsimile thereof) thereon duly executed and accompanied by payment of the Underlying Share Purchase Price for the number of Underlying Shares for which such Warrants are then being exercised, the Company shall, subject to Section 5(b) hereof, cause to be issued and delivered promptly, but in all events within three (3) days of receipt by the Company of the Underlying Share Purchase Price, to the Warrant Holder certificates for such shares of Common Stock issuable in such denominations as are requested by the Warrant Holder. (3) In case a Warrant Holder shall exercise Warrants with respect to less than all of the Underlying Shares, the Company will execute a new Warrant Certificate, as represented by a warrant certificate substantially in the form attached hereto as Exhibit A, exercisable for the balance of the Underlying Shares that may be purchased upon exercise of this such Warrants and deliver such new Warrant has not been declared effective Certificate to the Warrant Holder. Warrant Certificates shall be executed on behalf of the Company by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant Company's Chairman of the same tenor Board, President or any Vice President and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. (4) Warrants shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided aboveExercise Date, and the person entitled to receive the shares Underlying Shares and any Warrant Certificate representing the unexercised portion of Common Stock issuable the Warrants deliverable upon such exercise shall be treated for all purposes as the holder of such shares of record Underlying Shares and unexercised Warrants, respectively, upon such exercise as of the close of business on the Exercise Date. (5) The Company covenants and agrees that it will pay when due and payable any and all taxes that may be payable in respect of the issue of the Warrants or the issue of any Underlying Shares. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer by the Warrant Holder of the Warrants or any Underlying Shares to any person or entity at the time of surrender. Until the payment of the tax referred to in the previous sentence and the presentation to the Company by the Warrant Holder of reasonable proof of such date. Within two (2) business days after such datepayment, the Company shall not be required to issue and deliver such Underlying Shares or new Warrant Certificates representing unexercised Warrants to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stocktransferee.

Exercise. This Warrant may be exercised at by the Holder hereof (but -------- only on the conditions hereinafter set forth) as to all or any time increment or from time increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to time -------- from and after exercise to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it Company at the principal office of the Company, at 000 following address: 0000 Xxxxxx Xxxxx Xxxxxxxx XxxxxxXxxx, Xxxxx 0000000, Xxxxxxx, XX Xxxxxxx 00000, with or such other address as the subscription form duly executedCompany shall designate in a written notice to the Holder hereof, together with this Warrant and payment in an amount equal 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 (apursuant to documentation reasonably satisfactory to the Company), (i) the number of shares of Common Stock called for on the face of this Warrantby certified or bank check, multiplied (bii) by the Purchase Price. Payment surrender of the Purchase Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price may be made at Holder's choosing either: or (1iii) by payment in immediately available funds; or (2) in lieu the surrender of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise portion of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock having a fair market value equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)aggregate Exercise Price. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the Upon exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateaforesaid, the Company shall issue as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the person Holder of this Warrant (or persons entitled instruct its transfer agent to receive the same do so) a certificate or certificates for the total number of full shares 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 Common Stock issuable upon such exercisethe Shares, together with cashthe 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 lieu 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 fraction of a share, equal to such fraction of the then Fair Market Value on the date of Shares upon exercise of one full share of Common Stockthis Warrant.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8December 20, 20112012, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx 124 N. First Street, Louisville, Kxxxxxxx 00000 (xxx "Xxxxxxxxx Xxxxxx"), Xxxxx 0000, Xxxxxxx, XX 00000, with the xxxx xxx subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. (a) This Warrant may be exercised at any time by the Registered Holder, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at 000 Xxxxx Xxxxxxxx Xxxxxxsuch other office or agency as the Company may designate, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with accompanied by payment in an amount equal to (a) full, in lawful money of the number of shares of Common Stock called for on the face of this WarrantUnited States, multiplied (b) by the Purchase Price. Payment of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may only be exercised as to vested Warrant Shares, and shall vest and become exercisable as follows: in twelve (12) consecutive equal monthly amounts at the end of each calendar month starting April 30, 2011 such that all Warrant Shares are vested in full on March 31, 2012 (the “Fully Vested Date”), unless the Agreement dated April 13, 2010 by and among Prof. Avi Israeli, the Registered Holder and the Company (the “Agreement”) is terminated prior to the Fully Vested Date, in which case no further Warrant Shares shall vest on or after the date of such termination. Upon termination of the Agreement vesting shall cease and the Registered Holder shall be entitled to exercise this Warrant only with respect to the portion of the Warrant Shares that shall have vested prior to the date of termination of the Agreement, rounded to the nearest number without decimal. The Warrant shall be valid until and may be made at Holder's choosing eitherexercised only on or before the earliest of the following: (1i) by payment immediately prior to a sale of all or substantially all of the shares of the Company in immediately available fundsa merger and/or acquisition transaction; (ii) the Expiration Date; or (2iii) in lieu six (6) months following the termination of any cash paymentthe Agreement. Immediately after such date all unexercised Warrant Shares shall expire and be forfeited, if and this Warrant shall terminate. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is exercised on a date when a Registration Statement determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Registration Rights Agreement), covering Purchase Price per share. If the resale of the shares of Common Stock issuable upon Registered Holder wishes to exercise of this Warrant has not been declared effective by pursuant to this method of payment with respect to the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- maximum number of shares Warrant Shares purchasable pursuant to this method, then the number of Common Stock Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product of obtained by multiplying (x) the total number of shares to which the Warrants are being exercised multiplied Warrant Shares by (y) a fraction, the numerator of which is shall be the Purchase Price per share and the denominator of which is shall be the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares per share of Common Stock at as of the time called Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for herebypurposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, except upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that the number of shares receivable upon it do so, and (B) the exercise of this Warrant as a whole, and the sum payable upon the pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised effected immediately prior to the close of business on the date of its surrender for exercise day on which this Warrant shall have been surrendered to the Company as provided abovein subsection 1(a) above (the “Exercise Date”). At such time, and the person entitled to receive the shares of Common Stock or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be treated for all purposes as deemed to have become the holder of such shares or holders of record as of the close Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of business on such date. Within two (2) business this Warrant in full or in part, and in any event within 10 days after such datethereafter, the Company shall issue Company, at its expense, will cause to be issued in the name of, and deliver to delivered to, the person Registered Holder, or persons entitled to receive the same as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Common Stock issuable Warrant Shares to which the Registered Holder shall be entitled upon such exercise, together with cashexercise plus, in lieu of any fraction fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such fraction shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the then Fair Market Value on the date of Purchase Price payable upon such exercise of one full share of Common Stockpursuant to subsection 1(b) above.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx500 North Michigan Avenue, Xxxxx 0000Suite 300, XxxxxxxChicago, XX 00000Illinois 60611, with the subscription form duly executedxxxx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment xxxxxxxx xxxx xxxxxnt in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx500 North Michigan Avenue, Xxxxx 0000Suite 300, XxxxxxxChicago, XX Illinois 00000, with the subscription form duly executedxxxx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with xxxxxxxx xxxh payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised at by the Holder hereof (but only on the conditions hereinafter set forth) as to all or any time increment or from time increments of one hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to time -------- from and after exercise to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it Company at the principal office of following address: 125 James Way, Southampton, PA 18966-3877 or such oxxxx xxxxxxx xx the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with Company shall designate in a written notice to the subscription form duly executedHolder hereof, together with this Warrant and payment in an amount equal 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, (ai) the number of shares of Common Stock called for on the face of this Warrantby certified or bank check, multiplied (bii) by the Purchase Price. Payment surrender of the Purchase Debenture or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price may be made at Holder's choosing either: or (1iii) by payment in immediately available funds; or (2) in lieu the surrender of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise portion of this Warrant has not been declared effective by where the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal Shares subject to the product portion of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant that is surrendered have a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined in Section 4(c) below)) equal to the aggregate Exercise Price. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the Upon exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateaforesaid, the Company shall issue as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the person or persons entitled to receive the same Holder of this Warrant a certificate or certificates for the total number of full shares 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 Common Stock issuable upon such exercisethe Shares, together with cashthe 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 lieu 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 fraction of a share, equal to such fraction of the then Fair Market Value on the date of Shares upon exercise of one full share of Common Stockthis Warrant.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day (as hereinafter defined), for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the CompanyCompany (currently 101 Hangar Road, at 000 Xxxxx Xxxxxxxx XxxxxxWilkes Barre/Scranton International Airport, Xxxxx 0000Avoca, Xxxxxxx, XX Xxxxxxxxxxxx 00000, with ) xxxh the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with Section 4 of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on Price during the five (5) consecutive Trading Days preceding the date of exercise of one (1) full share of Common Stock.

Exercise. (a) This Warrant may be exercised by the Holder in whole or in part at any time or from time to time -------- from and after during the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyExercise Period, by surrendering it at the principal office delivery of the Companyfollowing to the Issuer at its address listed on the signature page hereof (or at such other address as the Issuer may designate by ten (10) days' advance written notice to the Holder): (i) an executed Notice of Exercise; (ii) the Exercise Price (A) in cash or by check, at 000 Xxxxx Xxxxxxxx Xxxxxxor (B) pursuant to Section 2.2 hereof, Xxxxx 0000(C) surrender of the Holder's Class B Limited Partnership Interest or (D) any combination of (A), Xxxxxxx, XX 00000, (B) or (C) above; and (iii) this Warrant. In the event the Holder determines to pay the Exercise Price with the subscription form duly executedsurrender of a portion of the Holder's Class B Limited Partnership Interest, together with payment in an the portion of Class B Limited Partnership Interest surrendered shall be valued at $1,000 for each $1,000 cash amount equal to (a) the number of shares of Common Stock called for on the face of this WarrantClass B Limited Partnership Interest invested, multiplied (b) reduced by the Purchase Price. Payment amount of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised capital returned on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)such Class B Limited Partnership Interests. This Warrant may not be exercised for amounts that would require the payment of less than $10 million of aggregate Exercise Price (i.e., the aggregate amount derived by multiplying the then applicable Exercise Price by the number of Exercise Shares deliverable pursuant to such exercise) or, if the Holder owns a Warrant that if exercised in full would require the payment of less than $10 million of aggregate Exercise Price, for less than the full number entire Warrant. An executed Notice of shares Exercise must be delivered not later than 10 Business Days before the date on which such exercise is to occur, which date will be set forth by the Holder in the Notice of Common Stock at Exercise; provided, however, that in the time called for herebyevent the Trust intends to print and distribute to potential investors in connection with its Initial Public Offering a preliminary prospectus, except that the number Trust will give the Holder not less than 15 Business Days prior written notice of shares receivable upon its intention to file such preliminary prospectus with the SEC together with a copy of such preliminary prospectus, in which case the Holder will have five (5) Business Days from its receipt of such notice and prospectus to notify the Issuer of its intention to exercise of this Warrant as all or a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise part of this Warrant in accordance connection with such Initial Public Offering. In the terms hereofevent a Notice of Exercise is not so delivered within such period, the Holder may not deliver a Notice of Exercise until the earlier of (i) 60 days from the date that written notice of such filing is delivered to the Holder; (ii) the consummation of such Initial Public Offering and (iii) the date the preliminary prospectus is amended or modified for any reason other than the inclusion of final pricing information that is within the range of prices on the cover of such preliminary prospectus. Any Notice of Exercise delivered by the Holder in connection with an Initial Public Offering may be withdrawn or amended in the event of an amendment or modification of the preliminary prospectus delivered to the Holder hereunder for any reason other than the inclusion of final pricing information that is within the range of prices on the cover of such preliminary prospectus. In no event shall the maximum amount payable under this Warrant exceed $100 million. (b) In the event of an Initial Public Offering, this Warrant shall be surrenderedautomatically exercised at the closing for such offering for the Trust Fixed Percentage Number of Common Shares or, and a new Warrant at the option of the same tenor Holder, an LP Fixed Percentage Number of Limited Partnership Units representing, in each case, a 20.972% economic interest in the Company, subject to adjustment as provided in this Warrant, including Section 5 hereof, if and only if the sale of such number of Common Shares representing such 20.972% interest at the price per share set forth on the cover page of the final prospectus for the purchase Initial Public Offering would result in an aggregate offering price for such Common Shares of at least $80 million. If the aggregate offering price utilizing the price to the public set forth on the cover page of the final prospectus for such offering in respect of such number of such shares Common Shares would not purchased upon such result in at least $80 million, then the Warrant shall not be automatically exercised. Payment of the Exercise Price in the event of mandatory exercise pursuant to this Section 2.1(b) shall be issued by surrender of $50 million of Class B Limited Partnership Interest. Upon the Company to Holder without any charge therefor. A Warrant surrender of $50 million of Class B Limited Partnership Interest as payment of the Exercise Price as provided herein, such amount of Class B Limited Partnership Interest shall be deemed to have been exercised immediately prior to cancelled. (c) Upon the close exercise of business on the date of its surrender for exercise as provided abovethis Warrant, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number Exercise Shares so purchased, registered in the name of full shares of Common Stock issuable the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon such exercise, together with cash, in lieu payment of any fraction of a sharetransfer taxes that are required to be paid by the Holder in connection with any such transfer), equal shall be issued and delivered to the Holder or such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.other Person as promptly as practicable (and in any event within five

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8September 26, 2011, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares ---------- of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This On or after the date of this Warrant, the purchase rights -------- represented by this Warrant may be exercised at any time by the Holder, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it the surrender of this Warrant (together with a duly executed exercise notice (the "Notice of Exercise") in the form attached hereto as Exhibit A) at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxxand, Xxxxx 0000except as provided in Section 1(b) below, Xxxxxxxby the payment to the Company, XX 00000by wire transfer, with the subscription form duly executed, together with payment in of an amount equal to the aggregate Exercise Price of the Shares being purchased. The purchase rights represented by this Warrant with respect to 400,000 of the Shares, shall be immediately exercisable by the Holder. Subject to the provisions of Sections 1 (a) (i) and (ii) below, the number purchase rights represented by this Warrant with respect to the balance of shares the Shares (i.e., 800,000 of Common Stock called for the Shares) shall become exercisable at the rate of 100,000 Shares per month on the face last day of this Warranteach month commencing May 31, multiplied (b) by the Purchase Price2002 through and including December 31, 2002. Payment of the Purchase Price may be made at The Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if right to exercise this Warrant is exercised shall be further subject to the following provisions: (i) In the event The Xxxx Group, Inc. ("TFG") terminates that certain engagement letter agreement between TFG and the Company dated May 22, 2001, as amended on a date when a Registration Statement April 23, 2002 (as defined in the Registration Rights Agreement)collectively, covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSIONEngagement Agreement"), or is no longer in effectif the Company terminates the Engagement Agreement for cause, in exchange for then the ---------- Holder will automatically forfeit (i) the right to exercise this Warrant with respect to "X" number of shares of Common Stock Shares, with "X" being equal to the product of (x) 100,000 multiplied by the number of shares to which calendar months between the Warrants are being exercised multiplied by (y) a fractioneffective date of the early termination of the Letter Agreement and December 31, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised 2002, pro rated for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reducedany partial calendar month. Upon a partial exercise of this Warrant in accordance with the terms hereofsuch forfeiture event, this Warrant shall be surrendered, of no further force and a new Warrant of the same tenor effect and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled Holder a new warrant reflecting the amount of Shares issuable upon exercise of such warrant after giving effect to receive such forfeiture event. (ii) Notwithstanding anything to the same a certificate or certificates for contrary contained herein, the purchase rights represented by this Warrant with respect to the number of full shares Shares not then exercisable, shall become fully and immediately exercisable upon the occurrence of Common Stock issuable upon both of the following events (collectively, the "Acceleration Event"): (1) a "change in control" of the Company, and (2) after such exercisechange in control, together with cash(x) TFG's engagement by the Company or the successor entity resulting therefrom, is terminated by the Company or such successor or (y) TFG terminates the Engagement Agreement due to a significant adverse change in lieu TFG's or Xxxxx Xxxxxx'x level of any fraction responsibility or staffing requirements as directed by the Board of a share, equal Directors of the Company or such successor which is not remedied within 30 days of written notice from the TFG to such fraction Board advising them with reasonable specificity of TFG's intention to terminate this Engagement Agreement. As used herein, "change in control" shall have the then Fair Market Value on same meaning as provided in the date of exercise of one full share of Common StockEngagement Agreement.

Exercise. (a) This Warrant may be exercised by the Holder in whole or in part at any time or from time to time -------- from and after during the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyExercise Period, by surrendering it at the principal office delivery of the Companyfollowing to the Issuer at its address listed on the signature page hereof (or at such other address as the Issuer may designate by ten (10) days' advance written notice to the Holder): (i) an executed Notice of Exercise; (ii) the Exercise Price (A) in cash or by check, at 000 Xxxxx Xxxxxxxx Xxxxxxor (B) pursuant to Section 2.2 hereof, Xxxxx 0000(C) surrender of the Holder's Class B Limited Partnership Interest or (D) any combination of (A), Xxxxxxx, XX 00000, (B) or (C) above; and (iii) this Warrant. In the event the Holder determines to pay the Exercise Price with the subscription form duly executedsurrender of a portion of the Holder's Class B Limited Partnership Interest, together with payment in an the portion of Class B Limited Partnership Interest surrendered shall be valued at $1,000 for each $1,000 cash amount equal to (a) the number of shares of Common Stock called for on the face of this WarrantClass B Limited Partnership Interest invested, multiplied (b) reduced by the Purchase Price. Payment amount of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised capital returned on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)such Class B Limited Partnership Interests. This Warrant may not be exercised for amounts that would require the payment of less than $10 million of aggregate Exercise Price (i.e., the aggregate amount derived by multiplying the then applicable Exercise Price by the number of Exercise Shares deliverable pursuant to such exercise) or, if the Holder owns a Warrant that if exercised in full would require the payment of less than $10 million of aggregate Exercise Price, for less than the full number entire Warrant. An executed Notice of shares Exercise must be delivered not later than 10 Business Days before the date on which such exercise is to occur, which date will be set forth by the Holder in the Notice of Common Stock at Exercise; provided, however, that in the time called for herebyevent the Trust intends to print and distribute to potential investors in connection with its Initial Public Offering a preliminary prospectus, except that the number Trust will give the Holder not less than 15 Business Days prior written notice of shares receivable upon its intention to file such preliminary prospectus with the SEC together with a copy of such preliminary prospectus, in which case the Holder will have five (5) Business Days from its receipt of such notice and prospectus to notify the Issuer of its intention to exercise of this Warrant as all or a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise part of this Warrant in accordance connection with such Initial Public Offering. In the terms hereofevent a Notice of Exercise is not so delivered within such period, the Holder may not deliver a Notice of Exercise until the earlier of (i) 60 days from the date that written notice of such filing is delivered to the Holder; (ii) the consummation of such Initial Public Offering and (iii) the date the preliminary prospectus is amended or modified for any reason other than the inclusion of final pricing information that is within the range of prices on the cover of such preliminary prospectus. Any Notice of Exercise delivered by the Holder in connection with an Initial Public Offering may be withdrawn or amended in the event of an amendment or modification of the preliminary prospectus delivered to the Holder hereunder for any reason other than the inclusion of final pricing information that is within the range of prices on the cover of such preliminary prospectus. In no event shall the maximum amount payable under this Warrant exceed $100 million. (b) In the event of an Initial Public Offering, this Warrant shall be surrenderedautomatically exercised at the closing for such offering for the Trust Fixed Percentage Number of Common Shares or, at the option of the Holder, an LP Fixed Percentage Number of Limited Partnership Units representing, in each case, a 19.302% economic interest in the Company, subject to adjustment as provided in this Warrant, including Section 5 hereof, if and only if the sale of such number of Common Shares representing such 19.302% interest at the price per share set forth on the cover page of the final prospectus for the Initial Public Offering would result in an aggregate offering price for such Common Shares of at least $80 million. If the aggregate offering price utilizing the price to the public set forth on the cover page of the final prospectus for such offering in respect of such number of Common Shares would not result in at least $80 million, then the Warrant shall not be automatically exercised. Payment of the Exercise Price in the event of mandatory exercise pursuant to this Section 2.1(b) shall be by surrender of $50 million of Class B Limited Partnership Interest. Upon the surrender of $50 million of Class B Limited Partnership Interest as payment of the Exercise Price as provided herein, such amount of Class B Limited Partnership Interest shall be cancelled. (c) Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant of the same tenor and exercisable for the purchase of the number of such shares not purchased upon such exercise Exercise Shares remaining shall be issued executed by the Company Trust, the Company, GMH GP and Xxxx X. Xxxxxxxx and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to Holder without any charge therefor. A be issued upon exercise of this Warrant shall be deemed to have been exercised immediately prior become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Issuer are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date of its surrender for exercise as provided above, and on which the person entitled to receive stock transfer books are open (whether before or after the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as end of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockExercise Period).

Exercise. This Subject to the provisions of Section 2 hereof, this Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance time immediately prior to the Vesting Date and before 5:00 p.m.P.M., Eastern Standard Time, on August 8, 2011, 200 on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the first paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)hereinafter defined) on the date of exercise equal to such sum, as Holder may determine. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. (A) This Warrant may be exercised at any time exercised, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Company with the subscription Election to Exercise form set forth at the end hereof duly executed, together with payment and by paying in an amount equal to (a) full, the number of shares Warrant Price for each share of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if as to which this Warrant is exercised exercised. Such payment may be (i) in cash or by cashier’s or bank check, or (ii) by making a cashless exercise. (i) Upon a cashless exercise, the Warrant Holder shall receive Common Stock on a date when a Registration Statement (as defined in net basis such that, without the Registration Rights Agreement)payment of any funds, covering the resale of the shares of Common Stock issuable upon exercise of Warrant Holder shall surrender this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (xa) the number of shares of Common Stock as to which the Warrants are being exercised this Warrant is exercised, multiplied by (yb) a fraction, the numerator of which is the Purchase aggregate Market Price of the Common Stock less the Warrant Price, and the denominator of which is such aggregate Market Price of the Fair Common Stock. (ii) In connection with a cashless exercise, the term “Market Value Price” shall mean at any applicable date: (as defined below). This Warrant may be exercised for less than a) if the full number of shares of Common Stock is at that time traded on a national securities exchange or NASDAQ market, then the time called last closing price of such security on the exchange or market on which such security is traded as reported by Bloomberg, or, if not so traded, then the average of the bid and asked prices of the market makers for herebysuch security as reported in the OTC Markets (formerly known as the “pink sheets”) or (b) in case no such reported sale takes place on such day, except that the number average of shares receivable the last reported sales prices, or average of the bid and asked prices, for the last three (3) trading days, as reported by Bloomberg, or (b) if the Common Stock is not so traded, then the fair market value of such Common Stock as reasonably determined by the Board of Directors of the Company and the Warrant Holder without any discount for lack of marketability or minority discount. If the Board of Directors of the Company and the holder are unable to agree upon the exercise fair market value of this Warrant as a wholethe Common Stock, then the Board of Directors of the Company and the sum payable upon holder shall appoint a qualified appraiser who shall determine the exercise fair market value of this Warrant the Common Stock as a whole, provided in the preceding sentence. The cost of the appraiser shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued paid equally by the Company to Holder without any charge therefor. A Warrant and the holder and the appraiser's determination shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockfonal.

Exercise. This (a) Subject to the limitation on exercise in Section 1.1(b), this Warrant may be exercised by the Holder hereof in full or in part at any time or from time to time -------- from during the exercise period specified in the first paragraph hereof until the Expiration Date by surrender of this Warrant and after the Original Issuance Date subscription form annexed hereto (duly executed by the Holder), to the Company's transfer agent and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, registrar for the full number of shares of Common Stock called for herebyStock, with a copy to the Company, and by surrendering it at making payment, in cash or by certified or official bank check payable to the principal office order of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with in the subscription form duly executed, together with payment in an amount equal to obtained by multiplying (a) the number of shares of Common Stock called for designated by the Holder in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor, in the name of the Holder hereof or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, providing in the aggregate on the face or faces thereof for the purchase of the number of shares of Common Stock for which such Warrant or Warrants may still be exercised. (b) Notwithstanding any other provision of this Warrant, multiplied (b) by in no event shall the Purchase Price. Payment Holder be entitled at any time to purchase a number of shares of Common Stock on exercise of this Warrant in excess of that number of shares upon purchase of which the Purchase Price may be made at Holder's choosing either: sum of (1) the number of shares of Common Stock beneficially owned by payment in immediately available funds; the Holder and all persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, (each such person other than the Holder an "Aggregated Person" and all such persons other than the Holder, collectively, the "Aggregated Persons") (other than shares of Common Stock deemed beneficially owned through the ownership by the Holder and all Aggregated Persons of the Holder of the unexercised portion of this Warrant and the unexercised or unconverted portion of any other security of the Company which contains similar provisions) and (2) in lieu the number of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of the portion of this Warrant has not been declared effective with respect to which the determination in this sentence is being made, would result in beneficial ownership by the Securities Holder and Exchange Commission (all Aggregated Persons of the "COMMISSION"), or is no longer in effect, in exchange for Holder of more than 4.9% of the ---------- number of outstanding shares of Common Stock equal to Stock. For purposes of the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fractionimmediately preceding sentence, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, beneficial ownership shall be proportionately reduced. Upon a partial exercise of this Warrant determined in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant Section 13(d) of the same tenor 1934 Act and for the purchase Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockpreceding sentence.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date through and before 5:00 p.m., Eastern Time, on August 8, 2011including the Expiration Date (the “Exercise Period”), on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it this Warrant at the principal office of the Company, at 000 00 Xxxxx Xxxxxxxx XxxxxxXxxx, Xxxxx 0000#000, XxxxxxxXxx Xxxxx, XX Xxxxxxxxxx 00000-0000 (the “Principal Office”), with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"“Commission”), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefortherefore. A 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 shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. (a) This Warrant may be exercised at any time by the Registered Holder, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at 000 Xxxxx Xxxxxxxx Xxxxxxsuch other office or agency as the Company may designate, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with accompanied by payment in an amount equal to (a) full, in lawful money of the number of shares of Common Stock called for on the face of this WarrantUnited States, multiplied (b) by the Purchase Price. Payment of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may only be exercised as to vested Warrant Shares, and shall vest and become exercisable as follows: in twelve (12) consecutive equal monthly amounts at the end of each calendar month starting April 30, 2010 such that all Warrant Shares are vested in full on March 31, 2011 (the “Fully Vested Date”), unless the Agreement dated April 13, 2010 by and among Prof. Avi Israeli, the Registered Holder and the Company (the “Agreement”) is terminated prior to the Fully Vested Date, in which case no further Warrant Shares shall vest on or after the date of such termination. Upon termination of the Agreement vesting shall cease and the Registered Holder shall be entitled to exercise this Warrant only with respect to the portion of the Warrant Shares that shall have vested prior to the date of termination of the Agreement, rounded to the nearest number without decimal. The Warrant shall be valid until and may be made at Holder's choosing eitherexercised only on or before the earliest of the following: (1i) by payment immediately prior to a sale of all or substantially all of the shares of the Company in immediately available fundsa merger and/or acquisition transaction; (ii) the Expiration Date; or (2iii) in lieu six (6) months following the termination of any cash paymentthe Agreement. Immediately after such date all unexercised Warrant Shares shall expire and be forfeited, if and this Warrant shall terminate. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is exercised on a date when a Registration Statement determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Registration Rights Agreement), covering Purchase Price per share. If the resale of the shares of Common Stock issuable upon Registered Holder wishes to exercise of this Warrant has not been declared effective by pursuant to this method of payment with respect to the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- maximum number of shares Warrant Shares purchasable pursuant to this method, then the number of Common Stock Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product of obtained by multiplying (x) the total number of shares to which the Warrants are being exercised multiplied Warrant Shares by (y) a fraction, the numerator of which is shall be the Purchase Price per share and the denominator of which is shall be the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares per share of Common Stock at as of the time called Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for herebypurposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, except upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that the number of shares receivable upon it do so, and (B) the exercise of this Warrant as a whole, and the sum payable upon the pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised effected immediately prior to the close of business on the date of its surrender for exercise day on which this Warrant shall have been surrendered to the Company as provided abovein subsection 1(a) above (the “Exercise Date”). At such time, and the person entitled to receive the shares of Common Stock or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be treated for all purposes as deemed to have become the holder of such shares or holders of record as of the close Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of business on such date. Within two (2) business this Warrant in full or in part, and in any event within 10 days after such datethereafter, the Company shall issue Company, at its expense, will cause to be issued in the name of, and deliver to delivered to, the person Registered Holder, or persons entitled to receive the same as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Common Stock issuable Warrant Shares to which the Registered Holder shall be entitled upon such exercise, together with cashexercise plus, in lieu of any fraction fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such fraction shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the then Fair Market Value on the date of Purchase Price payable upon such exercise of one full share of Common Stockpursuant to subsection 1(b) above.

Exercise. This A. Except as provided in Section 1(B), this Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m.P.M., Eastern Time, on August 8April , 20112008, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx00 Xxxxxx Xxx, Xxxxx 0000, Xxxxxxx, Xxxxxx XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: either (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)) on the date of exercise equal to such sum. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock. B. The exercise of this Warrant is subject to the restrictions and limitations upon exercise set forth in Section 4.6 of the Subscription Agreement entered into as of the Original Issuance Date between the original holder hereof and the Company.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx XxxxxxXxxxxx Xxxx., Xxxxx 0000000, XxxxxxxXxx Xxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised at by the Holder hereof (but only on the conditions hereinafter set forth) as to all or any time increment or from time increments of Ten Thousand (10,000) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to time -------- from and after exercise to the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it Company at the principal office of following address: 2662 Xxxxxxx Xxxxxx Xxxx, Suite 320, Alpharetta, Georgia 30022, Attention: Chief Financial Officer, or such other address as the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with Company shall designate in a written notice to the subscription form duly executedHolder hereof, together with this Warrant and payment in an amount equal 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, (ai) the number of shares of Common Stock called for on the face of this Warrantby wire transfer, multiplied certified cashiers or bank check, (bii) by the Purchase Price. Payment surrender of the Purchase Amended and Restated Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price may be made at Holder's choosing either: or (1iii) by payment in immediately available funds; or (2) in lieu the surrender of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise portion of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the having an aggregate Fair Market Value (as defined below)hereinafter defined) equal to the aggregate Exercise Price. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the Upon exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateaforesaid, the Company shall issue as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the person or persons entitled to receive the same Holder of this Warrant a certificate or certificates for the total number of full shares 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 Common Stock issuable upon such exercisethe Shares, together with cashthe 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 lieu 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 fraction of a share, equal to such fraction of the then Fair Market Value on the date of Shares upon exercise of one full share of Common Stockthis Warrant.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8on____________________, 20112009, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 0000 Xxxxx Xxxxxxxx XxxxxxXxxxxxxxx, Xxxxx 0000Suite 1301, XxxxxxxJoplin, XX 00000Missouri 64804, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 100 Xxxxxxxx XxxxxxXxxx., Xxxxx 0000, XxxxxxxXxxxxxxxxx, XX 00000, with the subscription form duly executed, together with (i) payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as may be adjusted in accordance with the terms of this Warrant multiplied by (b) by the then Purchase PricePrice in effect at the time of exercise, or (ii) a conversion notice in the form set forth on Schedule I hereto indicating that the Holder has elected to exercise this Warrant pursuant to the procedures set forth in Section 1.B below. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock. B. In lieu of exercising this Warrant for cash pursuant to Section 1. A above, the Holder may elect to satisfy the Purchase Price by exchanging the Warrant for a number of shares of Common Stock computed using the following formula (such election being referred to herein as a “Net Issue Exercise Election”): Where X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 1 Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation). A = the Fair Market Value of one share of the Common Stock (at the date of such calculation). B = the Exercise Price per share of Common Stock (as adjusted to the date of such calculation).

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx500 North Michigan Avenue, Xxxxx 0000Suite 300, XxxxxxxChicago, XX 00000Illinois 60611, with the subscription form duly executedxxxx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment xxxxxxxx xxxx xxxxxxx in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. (a) Subject to the terms set forth below and subject to any revisions described therein, this Warrant shall be exercisable for 100,000 shares of Common Stock of the Company as follows: (i) On the date one year after the date of issuance of this Warrant and at any time thereafter until the Expiration Time, this Warrant shall be exercisable for 12,500 shares of Common Stock of the Company (the "First Year Warrant Shares"). (ii) In addition to the First Year Warrant Shares, on the date two years after the date of issuance of this Warrant and at any time thereafter until the Expiration Time, this Warrant shall be exercisable for an additional 25,000 shares of Common Stock of the Company (the "Second Year Warrant Shares"). (iii) In addition to the First Year Warrant Shares and Second Year Warrant Shares, on the date three years after the date of issuance of this Warrant and at any time thereafter until the Expiration Time, this Warrant shall be exercisable for an additional 25,000 shares of Common Stock of the Company (the "Third Year Warrant Shares"); provided however, that in the event that the aggregate amount contributed by EPRI (the "EPRI Contribution") in the form of direct costs pursuant to Section 2 of the Research and Development Agreement dated as of the date of this Warrant between the Company and EPRI (the "Agreement") during the first two contract years under the Agreement is less than $2.0 million, then the number of Third Year Warrant Shares (and, if necessary, the number of Fourth or Fifth Year Warrant Shares, as defined below) shall be reduced by the number obtained by dividing (x) the excess of $2.0 million over the EPRI Contribution by (y) the number 20, it being agreed that the exercisability of this Warrant is not contingent upon amounts contributed by EPRI in excess of the $2.0 million to be contributed during the first two contract years under the Agreement. (iv) In addition to the First Year Warrant Shares, Second Year Warrant Shares and Third Year Warrant Shares, on the date four years after the date of issuance of this Warrant and at any time thereafter until the Expiration Time, this Warrant shall be exercisable for an additional 25,000 shares of Common Stock of the Company (the "Fourth Year Warrant Shares"). (v) In addition to the First Year Warrant Shares, Second Year Warrant Shares, Third Year Warrant Shares and Fourth Year Warrant Shares, on the date five years after the date of issuance of this Warrant, and at any time thereafter until the Expiration Time, this Warrant shall be exercisable for an additional 12,500 shares of Common Stock of the Company (the "Fifth Year Warrant Shares"). (vi) Notwithstanding anything to the contrary contained in subsections 1(a)(i) through 1(a)(v) above, in the event that any person or entity acquires ownership of capital stock of the Company representing a majority of the total outstanding voting power, whether by merger, acquisition or otherwise, or in the event of a sale of all or substantially all of the assets of the Company, this Warrant shall be exercisable, immediately upon such an event and at any time thereafter until the Expiration Time, for 100,000 shares of Common Stock of the Company (less any shares previously purchased upon exercise of this Warrant) or for such securities for which this Warrant may become exercisable pursuant to subsection 2(b) below. (b) This Warrant may be exercised at any time by the Registered Holder, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at 000 Xxxxx Xxxxxxxx Xxxxxxsuch other office or agency as the Company may designate, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with accompanied by payment in an amount equal to (a) full, in lawful money of the number of shares of Common Stock called for on the face of this WarrantUnited States, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment payable in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale respect of the shares number of Common Stock issuable Warrant Shares purchased upon such exercise. (c) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant has not been declared by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective by the Securities and Exchange Commission date of exercise, as determined pursuant to subsection 1(d) below (the "COMMISSIONExercise Date"), or is no longer in effect, in exchange for ) over the ---------- Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of shares Warrant Shares purchasable pursuant to this method, then the number of Common Stock Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product of obtained by multiplying (x) the total number of shares to which the Warrants are being exercised multiplied Warrant Shares by (y) a fraction, the numerator of which is shall be the Purchase Price per share and the denominator of which is shall be the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares per share of Common Stock at as of the time called Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq Small-Cap Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding trading day (provided that if no such price is reported on the next preceding trading day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq Small-Cap Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for herebypurposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, except upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that the number of shares receivable upon it do so, and (C) the exercise of this Warrant as a whole, and the sum payable upon the pursuant to this subsection 1(c) shall be delayed until such determination is made. (d) Each exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised effected immediately prior to the close of business on the date of its surrender for exercise day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(b) above. At such time, and the person entitled to receive the shares of Common Stock or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(e) below shall be treated for all purposes as deemed to have become the holder of such shares or holders of record as of the close Warrant Shares represented by such certificates. (e) As soon as practicable after the exercise of business on such date. Within two (2) business this Warrant in full or in part, and in any event within 10 days after such datethereafter, the Company shall issue Company, at its expense, will cause to be issued in the name of, and deliver to delivered to, the person Registered Holder, or persons entitled to receive the same as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Common Stock issuable Warrant Shares to which such Registered Holder shall be entitled upon such exercise, together with cashexercise plus, in lieu of any fraction fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such fraction shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the then Fair Market Value on the date of Purchase Price payable upon such exercise of one full share of Common Stockpursuant to subsection 1(c) above.

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal administrative office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx5775 Flatiron Parkway, Xxxxx 0000Suite 230, XxxxxxxBoulder, XX 00000Colorado 80301, with the subscription form duly executedthx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment xxxxxxxx xxxx xxxxxxt in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the terms of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock.

Exercise. This Warrant Warrants may be exercised at any time exercised, in whole or from time in part -------- (but not as to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyfractional shares), by surrendering it at the principal office surrender of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, a Warrant Certificate with the subscription form annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the Warrant Securities for which such Warrants are being exercised at the Company's principal offices at 709 Swedeland Road, X.X. Xxx 0000, Xxxx xx Xxxxxxx, XX 00000. The Exercise Price shall be payable by certified or official bank check. The Exercise Price may also be paid, in an amount equal to (a) the number of whole or in part, in shares of Common Stock called for on the face of this Warrant, multiplied (b) owned by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement Holder having an average Fair Market Value (as defined below) over the last five (5) trading days immediately preceding the Exercise Date (as defined below) equal to the portion of Exercise Price being paid in such shares. In addition, the Warrants may be exercised, by surrendering the Warrant Certificate in the Registration Rights Agreement)manner specified in this Section 3, covering together with irrevocable instructions to the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, Company to issue in exchange for the ---------- Warrant Certificate the number of shares of Common Stock equal to the product of (xa) the number of shares as to which the Warrants are being exercised multiplied by (yb) a fraction, fraction the numerator of which is the Purchase average Fair Market Value of a share of Common Stock over the last five (5) trading days immediately preceding the Exercise Date less the Exercise Price therefor and the denominator of which is the such average Fair Market Value (as defined below)Value. This Warrant may be exercised for less than In the full number case of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive less than all the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such datepurchasable under any Warrant Certificate, the Company shall issue cancel said Warrant Certificate and shall execute and deliver a new Warrant Certificate of like tenor for the unexercised balance of the Warrant Securities. For purposes hereof, "Exercise Date" shall mean the date on which all deliveries required to be made to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable Company upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockWarrants pursuant to this Section 3.1 shall have been made.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8December 20, 20112012, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 124 N. First Street, Louisville, Xxxxxxxx 00000 (xxx "Xxxxxxxxx Xxxxxx"), Xxxxx 0000, Xxxxxxx, XX 00000, with the xxxx xxe subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day (as hereinafter defined), for the full number of shares of the Common Stock called for hereby, by surrendering it at the principal office of the CompanyCompany (currently 000 Xxxxxx Xxxx, at 000 Xxxxx Xxxxxxxx Xxxxxx-Xxxxx/Scranton International Airport, Xxxxx 0000Avoca, Xxxxxxx, XX 00000, Pennsylvania 18641) with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of the Common Stock called for on the face of this Warrant, as adjusted in accordance with Section 4 of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of the Common Stock at the time called for hereby, except that the number of shares of the Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of the Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of the Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on Price during the five (5) consecutive Trading Days preceding the date of exercise of one (1) full share of the Common Stock.

Exercise. This Warrant (a) Subject to the terms and conditions hereof, each Holder may elect the manner of exercise of one or more Certificates represented by this Agreement for, at the Holder's election, either (i) a cash payment in the amount of the Minimum Return Amount (the "Cash Exercise") determined on the date the Trust redeems or purchases the Trust Securities (or the Company redeems or purchases the Debentures or such Debentures mature or are accelerated, in each case following a distribution of Debentures to the Holders) pursuant to a Purchase Event or Liquidation Event, multiplied by the number of Certificates so exercised, or (ii) the right to purchase the Index Amount of Certificate Shares purchasable hereunder at the Index Price multiplied by the number of Certificates so exercised (the "Shares Exercise"), which right to purchase may be exercised at on any time Business Day on or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m.date the Trust redeems or purchases the corresponding Trust Securities (or the Company redeems or purchases the corresponding Debentures or such Debentures mature or are accelerated, Eastern Timein each case following a distribution of Debentures to the Holders) pursuant to such Purchase Event or Liquidation Event until, on August 8but no later than, 2011the Expiration Date; provided, on any business dayhowever, for that in the full number case of shares of Common Stock called for herebyclause (ii), by surrendering it at the principal office of Trust or the Company, at 000 Xxxxx Xxxxxxxx Xxxxxxas applicable, Xxxxx 0000, Xxxxxxx, XX 00000, with shall have paid all cash payments and distributions required to be paid pursuant to the subscription form duly executed, together with payment in an amount equal to terms of the corresponding Trust Security (a) the number of shares of Common Stock called for or principal and interest paid on the face corresponding Debenture following a distribution of 16 Debentures to Holders). Holders may exercise one or more Certificates represented by this Warrant, multiplied Agreement in any combination of a Cash Exercise and a Shares Exercise. (b) In the case of a Shares Exercise, the Holder may elect to exercise one or more Certificates represented by this Agreement, on a net basis, such that without the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu exchange of any cash paymentfunds, if this Warrant is exercised on a date when a Registration Statement the Holder receives (as defined in the Registration Rights Agreement), covering the resale i) that number of the shares of Common Stock Certificate Shares otherwise issuable upon exercise of this Warrant has not a Certificate less (ii) that number of Certificate Shares having a fair market value equal to the Certificate Shares Price that would otherwise have been declared effective paid by the Securities and Exchange Commission Holder for the Certificate Shares that otherwise would have been issued (the "COMMISSIONCashless Exercise"), or is no longer which Certificate Shares referred to in effectthis clause (ii) shall thereafter be cancelled. For purposes of the foregoing sentence, in exchange "fair market value" of each Certificate Share shall be the Current Market Price of the Class A Common Stock for the ---------- number of shares of Common Stock equal to twenty consecutive Trading Days immediately preceding the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of date which is the Purchase Price and later of (i) the denominator of date on which the Exercise Notice is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued received by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two or (2ii) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise set forth in the Exercise Notice (which date shall be during the Exercise Period). (c) The Company shall give the Holder an irrevocable notice (the "Company Notice") not less than 45 nor more than 60 days prior to the date on which the Trust expects to redeem or purchase the Trust Securities (or the Company redeems or purchases the Debentures or such Debentures mature or are accelerated, in each case following a distribution of one full share Debentures to the Holders) in connection with a Purchase Event or a Liquidation Event, which Company Notice shall (i) specify the anticipated date of Common Stocksuch redemption or purchase and the date by which an Election Notice must be delivered pursuant to Section 2.02(a) and (ii) set forth the calculation of the Minimum Return Amount and the number of Certificate Shares for which each Certificate is exercisable, upon receipt by the Company of the Certificate Shares Price, provided that, the number of Certificate Shares need not be presented in the case of a Cashless Exercise.

Exercise. This Warrant may be exercised by the Holder, in whole or in part, at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, until the fifth year anniversary date thereof on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it surrender at the principal office of the Company, at 000 10000 Xxxxxx Xxxxx Xxxxxxxx XxxxxxXxxx, Xxxxx 0000Xxx Xxxxx, Xxxxxxx, XX Xxxxxxxxxx 00000, with the subscription form Subscription Form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on designated in the face Subscription Form, as adjusted in accordance with Section 4 of this WarrantWarrant (without giving effect to any further adjustment herein), multiplied by (b) by the Purchase PriceExercise Price (the "PURCHASE PRICE"). Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a following the date one (1) year from the Original Issuance Date, and the Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares of Common Stock not purchased upon such exercise shall be issued by the Company to the Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two five (25) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx500 North Michigan Avenue, Xxxxx 0000Suite 300, XxxxxxxChicago, XX 00000Illinois 60611, with the subscription form duly executedwitx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment in xxxxxxxx xxxx xxxxxxx xn an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock...

Exercise. This Warrant The Warrants may be exercised by the Warrant Holder, in whole or in part, by delivering the Notice of Exercise purchase form, attached as EXHIBIT A hereto, duly executed by the Warrant Holder to the Company at any time its principal office, or from time at such other office as the Company may designate, accompanied by payment, in cash or by wire transfer or check payable to time -------- from the order of the Company, of the 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 after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyowned by the 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 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 surrendering it at the principal office of providing irrevocable instructions to the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, through delivery of the aforesaid purchase form with the subscription form duly executed, together with payment in an amount equal appropriate reference to (a) this Section 2.1 to issue the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (xa) the number of shares as to which the Warrants are being exercised multiplied by (yb) a fraction, the numerator of which is the Purchase Fair Market Value of a share of the Common Stock on the last business day preceding the Exercise Date less the Exercise Price therefore and the denominator of which is the such Fair Market Value (as defined below)Value. This Warrant may For purposes hereof, "Exercise Date" shall mean the date on which all deliveries required to be exercised for less than made to the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable Company upon the exercise of Warrants pursuant to this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, Section 2.1 shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockmade.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8June 29, 20112012, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"“Commission”), or is no longer in effect, and the Fair Market Value (as defined below) is equal to or greater than the Purchase Price, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8December 21, 20112012, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"“Commission”), or is no longer in effect, and the Fair Market Value (as defined below) is equal to or greater than the Purchase Price, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx XxxxxxXxxx., Xxxxx 0000, XxxxxxxXxxxxxxxxx, XX 00000, with the subscription form duly executed, together with (i) payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as may be adjusted in accordance with the terms of this Warrant multiplied by (b) by the then Purchase PricePrice in effect at the time of exercise, or (ii) a conversion notice in the form set forth on Schedule I hereto indicating that the Holder has elected to exercise this Warrant pursuant to the procedures set forth in Section 1.B below. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock. B. In lieu of exercising this Warrant for cash pursuant to Section 1. A above, the Holder may elect to satisfy the Purchase Price by exchanging the Warrant for a number of shares of Common Stock computed using the following formula (such election being referred to herein as a “Net Issue Exercise Election”): Where X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 1 Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation). A = the Fair Market Value of one share of the Common Stock (at the date of such calculation). B = the Exercise Price per share of Common Stock (as adjusted to the date of such calculation).

Exercise. This Warrant 6.03.01 PCLEH may serve upon a Withdrawing Shareholder a notice in writing (the “Notice to Sell”) setting forth the Shares to be exercised purchased (the “Divested Shares”), the purchase price for the Divested Shares and the date (the “Closing Date”) that such Shares are to be delivered to PCLEH, being not less than sixty (60) days and not more than one hundred and eighty (180) days from the date of service of the Notice to Sell. Subject to sub-paragraph 6.03.01(b), PCLEH may serve a Notice to Sell upon a Withdrawing Shareholder at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office time. Upon service of the CompanyNotice to Sell the Notified Shareholder shall be obliged to sell and, at 000 Xxxxx Xxxxxxxx Xxxxxxsubject to paragraph 6.04.03, Xxxxx 0000, Xxxxxxx, XX 00000, with PCLEH shall be bound to purchase the subscription form duly executed, together with payment in an amount equal to Divested Shares. (a) PCLEH shall serve a Notice to Sell regarding all the number Common Shares of shares of Common Stock called for on a Special Withdrawing Shareholder within ninety (90) days following the face of this Warrantdate that such Special Withdrawing Shareholder, multiplied (b) or its Employed Representative as the case may be, died or, as the case may be, was determined by the Purchase Price. Payment Directors to be disabled. 6.03.02 The purchase price for the Divested Shares shall be determined as follows: (a) The price of each Common Share shall be the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu value of any cash payment, if this Warrant is exercised on a date when a Registration Statement (each Common Share as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective established by the Securities and Exchange Commission (certificate signed by the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, President and a new Warrant Vice-President of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business PCLEH in effect on the date of its surrender for exercise service of the Notice to Sell, pursuant to Article 11.01, less the amount of any dividends paid or payable to the Shareholder by PCLEH and not taken into account in the valuation giving rise to such certificate; and (b) The price of each Redeemable Share shall be the value of each Redeemable Share established pursuant to paragraph 11.02.03; and such determination shall be conclusive as provided above, against both PCLEH and the person entitled Notified Shareholder. 6.03.03 The Notice to receive Sell shall state the shares of Common Stock issuable upon such exercise shall be treated for all purposes as address at which the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver Notified Shareholder is to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full tender his share of Common Stockcertificates.

Exercise. This Warrant may be exercised at At any time during the 10-day period following receipt -------- of an Unregistered Offering Notice, AOL may elect to purchase any or from time to time -------- from all of the AOL Unregistered Shares at the purchase price and after upon the Original Issuance Date other terms and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of conditions upon which shares of Common Stock called for hereby, are actually issued in the Unregistered Offering by surrendering it delivering a written notice to such effect to the Company. If (i) AOL elects to purchase AOL Unregistered Shares and after such election the price at the principal office which Unregistered Shares are issued is greater than 133% of the Companyprice specified in the Unregistered Offering Notice (or the last written notice delivered to AOL regarding such issuance of Unregistered Shares), then AOL shall be entitled to withdraw its election to purchase AOL Unregistered Shares or (ii) if AOL fails to elect to purchase AOL Unregistered Shares during such 10-day period and after such 10-day period the price at 000 Xxxxx Xxxxxxxx Xxxxxxwhich Unregistered Shares are issued is less than 67% of the price specified in the Unregistered Offering Notice (or the last written notice delivered to AOL regarding such issuance of Unregistered Shares), Xxxxx 0000then AOL shall be released from its obligations under Article VII of this Agreement for a period of sixty (60) days following the consummation of such Unregistered Offering (or, Xxxxxxxif later, XX 00000, with the subscription form duly executed, together with payment cessation of any restrictions under applicable Law or the rules of Nasdaq or any stock exchange on AOL's ability to purchase Common Stock) in an amount equal order to (a) allow AOL to purchase the number of shares of Common Stock called for on that it could have purchased in such Unregistered Offering. Except as provided in the face of this Warrantfollowing sentence, multiplied (b) by such purchase shall be consummated concurrently with the Purchase Price. Payment consummation of the Purchase Price Unregistered Offering. The closing of any purchase of AOL Unregistered Shares by AOL may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu extended beyond the closing of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined the transaction described in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal Unregistered Offering Notice to the product of (x) the number of shares extent necessary to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price obtain required governmental approvals and other necessary approvals and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, Company and the sum payable upon the exercise of this Warrant as a whole, AOL shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of use their respective reasonable best efforts to obtain such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockapprovals.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after during the Original Issuance Date and before 5:00 p.m.Warrant Term by the Holder hereof as to all or any increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), Eastern Time, on August 8, 2011, on any business day, for upon delivery of written notice of intent to exercise to the full number of shares of Common Stock called for hereby, by surrendering it Company at the principal office of the Companyfollowing address: ONI Medical Systems, at Inc., 000 Xxxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 00000, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000; Attention: Xxxxxxx Xxxxxxx-Xxxxx, XX 00000, with or such other address as the subscription form duly executedCompany shall designate in a written notice to the Holder hereof, together with this Warrant and payment in an amount equal to (a) the number Company of shares the aggregate purchase price of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase PriceShares so purchased. Payment of the Purchase Price purchase price of the Shares may be made at Holder's choosing either: by (1a) a check payable to the Company, (b) wire transfer of funds to the Company, (c) cancellation by payment in immediately available funds; Novoste of an equal amount of the Company’s indebtedness for principal and interest under the Note, or (2d) in lieu any combination thereof, at Novoste’s sole discretion. For the avoidance of any cash paymentdoubt, if this Warrant it is exercised on a date when a Registration Statement (as defined in hereby specifically agreed that the Registration Rights Agreement), covering the resale purchase price of the shares of Common Stock issuable Shares to be paid upon the exercise of this the Warrant has may not been declared effective by be paid through the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal return to the product Company of (x) the number a portion of shares to which the Warrants are being exercised multiplied by (y) a fractionsuch Shares, i.e., the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may not be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the through a “cashless” or “net-issue” exercise. Upon exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateaforesaid, the Company shall issue as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the person or persons entitled to receive the same Holder of this Warrant (a) a certificate or certificates for the total number of full shares Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder, and (b) if this Warrant is exercised, on any one or more occasions, with respect to less than all of Common Stock issuable upon such exercisethe Shares, together with casha new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in lieu 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 fraction of a share, equal to such fraction of the then Fair Market Value on the date of Shares upon exercise of one full share of Common Stockthis Warrant.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for up to the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx122 East 42nd Street, Xxxxx 0000Suite 2606, XxxxxxxNew York, XX 00000, New York 10168 with the subscription form duly executedxxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment xxxxxxxx xxxx xxxxxxx in an amount equal to (a) not more than the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). funds This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two five (25) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may The purchase price of Shares purchased hereunder shall be exercised at any time paid in full with, or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to a combination of, (a) cash or (b) shares of the Corporation’s Common Stock that have been owned by the Optionee, and have been fully vested and freely transferable by the Optionee, for at least six months preceding the date of exercise of the Option, duly endorsed or accompanied by stock powers executed in blank. However, the Corporation in its discretion may permit the Optionee (if the Optionee owns shares that have been owned by the Optionee, and have been fully vested and fully Non-Qualified Stock Option Agreement February 15, 2006 Page 3. transferable by the Optionee, for at least six months preceding the date of exercise) to “attest” to his ownership of the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment required to pay all or part of the Purchase Price may be made at Holder's choosing either: purchase price (1) by payment in immediately available funds; or (2) in lieu and not require delivery of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreementshares), covering in which case the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal Corporation will deliver to the product of (x) Optionee the number of shares to which the Warrants are being exercised multiplied by (y) a fractionOptionee is entitled, net of the “attested” shares. If payment is made in whole or in part with shares of the Corporation’s Common Stock, the numerator value of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of such Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise the mean between its high and low prices on the day of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued as reported by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to The New York Times following the close of business on the date of its surrender for exercise as provided aboveexercise. No “reload” or other option will be granted by reason of any such exercise. The Optionee agrees that, notwithstanding the terms of any pre-existing agreement between the Corporation and the person entitled to receive the Optionee, any shares of the Corporation’s Common Stock issuable upon such surrendered (or “attested” to) for payment of the exercise price of any options previously granted by the Corporation to the Optionee (whether granted under the terms of the Amended and Restated Employee Long-Term Incentive Plan or any predecessor program) shall be treated for all purposes as valued in the holder of such shares of record as manner provided in the preceding sentence except to the extent otherwise expressly provided by the terms of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockprogram document.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 500 North Michigan Avenue, Suite 300, Chicagx, Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executedxxxx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with xxxxxxxx xxth payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. (a) This Warrant may be exercised by the Holder in whole or in part at any time or from time to time -------- from and after during the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyExercise Period, by surrendering it at the principal office delivery of the Companyfollowing to the Issuer at its address listed on the signature page hereof (or at such other address as the Issuer may designate by ten (10) days’ advance written notice to the Holder): (i) an executed Notice of Exercise; (ii) the Exercise Price (A) in cash or by check, at 000 Xxxxx Xxxxxxxx Xxxxxxor (B) pursuant to Section 2.2 hereof, Xxxxx 0000(C) surrender of the Holder’s Class B Limited Partnership Interest or (D) any combination of (A), Xxxxxxx, XX 00000, (B) or (C) above; and (iii) this Warrant. In the event the Holder determines to pay the Exercise Price with the subscription form duly executedsurrender of a portion of the Holder’s Class B Limited Partnership Interest, together with payment in an the portion of Class B Limited Partnership Interest surrendered shall be valued at $1,000 for each $1,000 cash amount equal to (a) the number of shares of Common Stock called for on the face of this WarrantClass B Limited Partnership Interest invested, multiplied (b) reduced by the Purchase Price. Payment amount of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised capital returned on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)such Class B Limited Partnership Interests. This Warrant may not be exercised for amounts that would require the payment of less than $10 million of aggregate Exercise Price (i.e., the aggregate amount derived by multiplying the then applicable Exercise Price by the number of Exercise Shares deliverable pursuant to such exercise) or, if the Holder owns a Warrant that if exercised in full would require the payment of less than $10 million of aggregate Exercise Price, for less than the full number entire Warrant. An executed Notice of shares Exercise must be delivered not later than 10 Business Days before the date on which such exercise is to occur, which date will be set forth by the Holder in the Notice of Common Stock at Exercise; provided, however, that in the time called for herebyevent the Trust intends to print and distribute to potential investors in connection with its Initial Public Offering a preliminary prospectus, except that the number Trust will give the Holder not less than 15 Business Days prior written notice of shares receivable upon its intention to file such preliminary prospectus with the SEC together with a copy of such preliminary prospectus, in which case the Holder will have five (5) Business Days from its receipt of such notice and prospectus to notify the Issuer of its intention to exercise of this Warrant as all or a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise part of this Warrant in accordance connection with such Initial Public Offering. In the terms hereofevent a Notice of Exercise is not so delivered within such period, the Holder may not deliver a Notice of Exercise until the earlier of (i) 60 days from the date that written notice of such filing is delivered to the Holder; (ii) the consummation of such Initial Public Offering and (iii) the date the preliminary prospectus is amended or modified for any reason other than the inclusion of final pricing information that is within the range of prices on the cover of such preliminary prospectus. Any Notice of Exercise delivered by the Holder in connection with an Initial Public Offering may be withdrawn or amended in the event of an amendment or modification of the preliminary prospectus delivered to the Holder hereunder for any reason other than the inclusion of final pricing information that is within the range of prices on the cover of such preliminary prospectus. In no event shall the maximum amount payable under this Warrant exceed $100 million. (b) In the event of an Initial Public Offering, this Warrant shall be surrenderedautomatically exercised at the closing for such offering for the Trust Fixed Percentage Number of Common Shares or, at the option of the Holder, an LP Fixed Percentage Number of Limited Partnership Units representing, in each case, a 20.972% economic interest in the Company, subject to adjustment as provided in this Warrant, including Section 5 hereof, if and only if the sale of such number of Common Shares representing such 20.972% interest at the price per share set forth on the cover page of the final prospectus for the Initial Public Offering would result in an aggregate offering price for such Common Shares of at least $80 million. If the aggregate offering price utilizing the price to the public set forth on the cover page of the final prospectus for such offering in respect of such number of Common Shares would not result in at least $80 million, then the Warrant shall not be automatically exercised. Payment of the Exercise Price in the event of mandatory exercise pursuant to this Section 2.1(b) shall be by surrender of $50 million of Class B Limited Partnership Interest. Upon the surrender of $50 million of Class B Limited Partnership Interest as payment of the Exercise Price as provided herein, such amount of Class B Limited Partnership Interest shall be cancelled. (c) Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant of the same tenor and exercisable for the purchase of the number of such shares not purchased upon such exercise Exercise Shares remaining shall be issued executed by the Company Trust, the Company, GMH GP and Xxxx X. Xxxxxxxx and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to Holder without any charge therefor. A be issued upon exercise of this Warrant shall be deemed to have been exercised immediately prior become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Issuer are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date of its surrender for exercise as provided above, and on which the person entitled to receive stock transfer books are open (whether before or after the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as end of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockExercise Period).

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal administrative office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx5775 Flatiron Parkway, Xxxxx 0000Suite 230, XxxxxxxBoulder, XX 00000Colorado 80301, with the subscription form duly executedtxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment in xxxxxxxx xxxx xxxxxxx xx an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the terms of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock.

Exercise. This A. Subject to the limitation provided in Section 1.C below , this Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with (i) payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as may be adjusted in accordance with the terms of this Warrant multiplied by (b) by the then Purchase PricePrice in effect at the time of exercise, or (ii) a conversion notice in the form set forth on Schedule I hereto indicating that the Holder has elected to exercise this Warrant pursuant to the procedures set forth in Section 1.B below. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock. B. In lieu of exercising this Warrant for cash pursuant to Section 1. A above, the Holder may elect to satisfy the Purchase Price by exchanging the Warrant for a number of shares of Common Stock computed using the following formula (such election being referred to herein as a “Net Issue Exercise Election”): Where

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBUSINESS DAY (as hereinafter defined), for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the CompanyCompany (currently 9807 East Charter Oak, at 000 Xxxxx Xxxxxxxx XxxxxxScottsdale, Xxxxx 0000, Xxxxxxx, XX 00000, Arizona 85260) with the subscription form duly executedsubscrixxxxx xxxx xxxx xxxxxxxx, together xxxxxxxr with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with Section 4 of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on Price during the five (5) consecutive Trading Days preceding the date of exercise of one (1) full share of Common Stock.

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company’s office, at 000-X Xxxxx Xxxxxxx, XXX 000 Xxxxxxxxxxx, Xxxxx Xxxxxxxx Xxxxxx00000-6830, Xxxxx 0000Attention: Xxxxxxx Xxxxxxxxx, Xxxxxxx, XX 00000Chief Financial Officer, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant multiplied (b) by the then Purchase Price. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two ten (210) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock. B. In lieu of exercising this Warrant for cash pursuant to Section 1. A above, the Holder may elect to satisfy the Purchase Price by exchanging the Warrant for a number of shares of Common Stock computed using the following formula (such election being referred to herein as a “Net Issue Exercise Election”):

Exercise. This Warrant (a) Payment may be exercised at made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any time or from time to time -------- from and after of the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business dayforegoing methods, for the full number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock called for hereby, by surrendering it at issuable to the principal office Holder per the terms of this Warrant) and the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal Holder shall thereupon be entitled to (a) receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock called for on (or Other Securities) determined as provided herein; provided that, payment shall be in cash only to the face extent that (x) at the time of this Warrantsuch exercise, multiplied the Effectiveness Date (b) as defined in the Registration Rights Agreement entered into by the Purchase Price. Payment Company and Holder dated as of the Purchase Price date hereof, as the same may be made at Holder's choosing either: amended, modified and/or supplemented from time to time (1the "Registration Rights Agreement")) by payment in immediately available funds; or shall have occurred, (2y) in lieu of any cash payment, if this Warrant is exercised on a date when a the Registration Statement (as defined in the Registration Rights Agreement), covering ) filed by the resale of Company with the SEC registering the shares of Common Stock issuable upon exercise of this Warrant has not hereunder shall have been declared effective by the Securities SEC and Exchange Commission (z) no Discontinuation Event (as defined in the "COMMISSION"Registration Rights Agreement) shall have occurred and be continuing at such time with respect to such Registration Statement. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or is no longer the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in effect, in exchange for which event the ---------- Company shall issue to the Holder a number of shares of Common Stock equal to computed using the product of (xfollowing formula: X= Y(A-B) ------- A Where X = the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at to be issued to the time called for hereby, except that Holder Y = the number of shares receivable upon the exercise of Common Stock purchasable under this Warrant or, if only a portion of this Warrant as a wholeis being exercised, and the sum payable upon the exercise portion of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been being exercised immediately prior to the close of business on (at the date of its surrender for exercise as provided above, and such calculation) A = the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on of one share of the Company's Common Stock (at the date of exercise such calculation) B = the Exercise Price per share (as adjusted to the date of one full share of Common Stocksuch calculation).

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Vesting Date and before 5:00 p.m.P.M., Eastern Standard Time, on August 8, 2011, 200 on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)hereinafter defined) on the date of exercise equal to such sum, as Holder may determine. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Vesting Date and before 5:00 p.m.P.M., Eastern Time, on August 8, 2011, the Termination Date on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)hereinafter defined) on the date of exercise equal to such sum, as Holder may determine. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant (a) Optionee may be exercised exercise this Option in whole at any time or in part from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011time, on any business day, for prior to the full number of shares of Common Stock called for herebytime this Option terminates as provided in Section 7 below, by surrendering it delivery at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxxof: 2 (i) THIS OPTION, (ii) the Exercise Notice in the form set forth on Exhibit A or Exhibit B hereto (as applicable), Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) executed and specifying the number of shares of Common Stock called for on the face of this Warrantcommon stock to be purchased hereunder, multiplied and (biii) by the Purchase Price. Payment payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission sum (the "COMMISSIONPurchase Price"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of ) obtained by multiplying (x) the number of shares of common stock to be purchased by (y) the Exercise Price. Optionee may elect, to the extent permitted by applicable statutes and regulations, to make payment of the Purchase Price under one of the following alternatives: (A) in cash or by certified or official bank check payable to the order of the Company, or (B) Provided that at the time of exercise the Company's common stock is publicly traded and quoted regularly in the Wall Street Journal or by a quotation service acceptable to the Board of Directors, payment by delivery of already-owned shares of common stock, held for the period required to avoid a charge to the Company's reported earnings, and owned free and clear of any liens, claims, encumbrances or security interests, which common stock shall be valued at its Fair Market Value (as defined below); or (C) Provided that at the Warrants are time of exercise the Company's common stock is publicly traded and quoted regularly in the Wall Street Journal or by a quotation service acceptable to the Board of Directors, and provided further, that the exercise hereof pursuant to this paragraph (C) (a "Net Exercise") will not result in a charge to the Company's earnings, payment by delivery and surrender of this Option with a Net Exercise Notice (in the form attached hereto as Exhibit B) . In the event of a Net Exercise, Optionee shall receive that number of shares of common stock in exchange for the Option (or portion thereof) equal to (x) that number of shares of common stock issuable upon exercise of that portion of the Option being exercised exchanged multiplied by (y) a fraction, the numerator of which is shall be the Purchase Price difference between the Fair Market Value per share of the common stock and the exercise price per share of the Option, the denominator of which is shall be the Fair Market Value per share of the common stock; or (as defined belowD) To the extent permitted by applicable law, payment by a combination of the methods of payment permitted by paragraphs (A). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, (B) and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced(C) above. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such datereceipt thereof, the Company shall issue shall, as promptly as practicable, and deliver in any event within thirty (30) days thereafter, cause to the person or persons entitled be executed and delivered to receive the same Optionee a certificate or certificates for the aggregate number of full shares of Common Stock the Shares issuable upon such exercise. If this Option shall have been exercised only in part, together the Company shall, at the time of delivery of such certificate or certificates, deliver to Optionee a new Option evidencing the rights of Optionee to purchase the remaining shares of common stock called for by this Option, pursuant to the same terms and conditions and with cashthe same restrictions specified herein, in lieu and which new Option shall be of any fraction like tenor to this Option. All shares of a share, equal to such fraction of common stock issuable upon the then Fair Market Value on the date of exercise of one full share of Common Stockthis Option will be validly issued, fully paid and nonassessable.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx122 East 42nd Street, Xxxxx 0000Suite 2606, XxxxxxxNew York, XX 00000, New York 10168 with the subscription form duly executedxxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment in an xxxxxxxx xxxx xxxxxxx xx xn amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant multiplied (b) by the then Purchase Price. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two five (25) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. A. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 100 Xxxxxxxx XxxxxxXxxx., Xxxxx 0000, XxxxxxxXxxxxxxxxx, XX 00000, with the subscription form duly executed, together with (i) payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as may be adjusted in accordance with the terms of this Warrant multiplied by (b) by the then Purchase PricePrice in effect at the time of exercise, or (ii) a conversion notice in the form set forth on Schedule I hereto indicating that the Holder has elected to exercise this Warrant pursuant to the procedures set forth in Section 1.B below. Payment of the Purchase Price may must be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock. B. In lieu of exercising this Warrant for cash pursuant to Section 1. A above, the Holder may elect to satisfy the Purchase Price by exchanging the Warrant for a number of shares of Common Stock computed using the following formula (such election being referred to herein as a “Net Issue Exercise Election”): X = Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 1 Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation). A = the Fair Market Value of one share of the Common Stock (at the date of such calculation). B = the Exercise Price per share of Common Stock (as adjusted to the date of such calculation).

Exercise. (a) This Warrant may be exercised exercised, in whole or in part, at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011time, on any business dayday during the Exercise Period, for all or any part of the full number of shares of Common Stock capital stock called for hereby, by surrendering it at the principal office of the Company, Company at 000 Xxxxx Xxxxxxxx XxxxxxXxxx Xxxxxxxxx Xxxxx, Xxxxx 0000Xxxxxxxxxx, Xxxxxxx, XX Xxxxxxxxx 00000, with the subscription form duly executed, together with payment a completed and executed Subscription Form, in accordance with Section 5 below or together with delivery of a certified or cashier’s check in an amount equal to (ai) the number and description of the shares of capital stock being purchased, multiplied by (ii) the Purchase Price. (b) If, after the Issue Date and before the end of the Exercise Period the Company offers for sale capital stock of the Company with rights senior to Common Stock or securities with rights to acquire or convert into capital stock of the Company with rights senior to the Common Stock (a “Subsequent Financing”), then the Holder will have the right to participate in such Subsequent Financing as described in this Section 1(b) on the same terms and conditions on which other investors in such Subsequent Financing participate. The Company will give the Holder written notice of the terms and conditions of each Subsequent Financing at least ten (10) days prior to the closing of each Subsequent Financing in which the Holder has the right to participate under this Section 1(b). The Holder has the right to purchase in the Subsequent Financing up to that number of shares of the capital stock offered in the Subsequent Financing such that the number of shares of Common Stock called for on common stock into which such capital stock is convertible is equal to the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal common stock into which this Warrant is exercisable. The purchase price of such capital stock shall be the price per share offered in the Subsequent Financing. The Holder may exercise this right by, at the closing of the Subsequent Financing, (i) surrendering some or all of this Warrant to the product Company and (ii) paying the purchase price for the shares of capital stock offered in such Subsequent Financing to be purchased by the Holder. At such closing, and upon such surrender and payment, the Company shall (x) deliver to the Holder the number of shares to which the Warrants are being exercised multiplied by of such capital stock so purchased, (y) cancel the portion of this Warrant so surrendered and (z) issue to the Holder a fraction, new warrant representing the numerator rights of the portion of this Warrant not surrendered. The rights of the Holder under this Section 1(b) will terminate on the tenth (10th) business day following the closing of a transaction which is results in $5,000,000 of additional equity financing to the Purchase Price and the denominator of which is the Fair Market Value Company. (as defined below). c) This Warrant may be exercised for less than the full number of shares as of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reducedExercise Date. Upon a such partial exercise of this Warrant in accordance with the terms hereofexercise, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares Warrant Shares not purchased upon such exercise shall be issued to Holder by the Company to Holder without any charge therefor. Company. (d) A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock capital stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two As soon as practicable on or after such date, and in any event within five (25) business days after such datethereafter, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock capital stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise current fair market value of one full share as reasonably determined in good faith by the Company’s Board of Common StockDirectors (the “Board”).

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8______ __, 2011, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) as to 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 at the following address: 99 Erie Street, Cambridge, Massachusetts 02139 or such other address ax xxx Xxxxxxx xxxxx xxxxxxxxx xx x xritten 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 the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the Holder shall have the right (the "Conversion Right") to convert this Warrant or any portion thereof into shares of Common Stock as provided in this Section at any time or from time to time -------- from prior to its expiration. In lieu of exercising this Warrant for cash, the Holder may elect to surrender a portion of this Warrant for conversion and after to receive shares of Common Stock equal to the Original Issuance Date value of this Warrant (or the portion being cancelled, surrendered and before 5:00 p.m.converted) by surrender of this Warrant to the Company together with notice of such election. Upon such event, Eastern Time, on August 8, 2011, on any business day, for the full Company shall issue to the Holder a number of shares of the Company's Common Stock called for hereby, computed by surrendering it at using the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to following formula: X = Y (aA - B) --------- A Where: X = the number of shares of Common Stock called for on to be issued to the face of this Warrant, multiplied (b) by Holder; Y = the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is otherwise be purchased under this Warrant; A = the Fair Market Value of one share of the Common Stock; and B = the Exercise Price of the Warrant (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company adjusted to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockcalculation).

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8July __, 20112013, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 X. Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000Xxxxxxxxxx, Xxxxxxx, XX 00000Xxxxxxxx 00000 (the “Principal Office”), with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Issue Date and before 5:00 p.m., Eastern Time, on August 8, 2011, the Expiration Date on any business dayday (an “Exercise Date”), for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the CompanyCorporation, at 000 Xxxxx Xxxxxxxx Xxxxxx2000 Xxxx Xxxx, Xxxxx 0000City of Industry, Xxxxxxx, XX 00000California 90601 (the “Principal Office”), with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warranthereby, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to for which the Warrants are Warrant is being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that in which case the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company Corporation to the Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, Exercise Date and the person Person(s) (as defined in Section 22) entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company Corporation shall issue and deliver to the person or persons Person(s) entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exerciseexercise (with such whole number of shares being determined taking into consideration any other Warrants being simultaneously exercised by such Holder), together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockStock as of the Exercise Date. “Fair Market Value” as used in this Section 1 shall mean the Closing Sales Price of the Common Stock on the Trading Date immediately preceding any Exercise Date (as such each of such terms is defined in Section 22 below). Notwithstanding anything to the contrary contained in this Warrant, under no circumstances shall the Corporation be required to net cash settle the exercise of this Warrant.

Exercise. (a) This Warrant may be exercised at any time by the Holder, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant, with the purchase form appended hereto as Exhibit ------- A, duly executed by such Holder, at the principal office of the Company, or at 000 Xxxxx Xxxxxxxx Xxxxxx- such other office or agency as the Company may designate, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with accompanied by payment in an amount equal to (a) full by bank or certified check in lawful money of the United States, of the aggregate Purchase Price payable in respect of the total number of shares of Common Stock called for on the face of this Warrant, multiplied purchased upon such exercise. (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon Each exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised effected immediately prior to the close of business on the date of its surrender for exercise day on which this Warrant shall have been surrendered to the Company as provided in Subsection 2(a) above. --------------- At such time, and the person entitled to receive the or persons in whose name or names any certificates for or other instruments evidencing shares of Common Stock shall be issuable upon such exercise as provided in Subsection 2(d) below shall be treated for all purposes as deemed to have --------------- become the holder or holders of record of the Common Stock represented by such certificates or other instruments. (i) The Holder may at its sole option, and in lieu of paying the Purchase Price pursuant to Subsection 2(a) hereof, exchange this --------------- Warrant in whole or in part for a number of shares of Common Stock as determined below. Such shares of Common Stock shall be issued by the Company to the Holder without payment by the Holder of any other exercise price or any cash or other consideration. The number of shares of Common Stock to be so issued to the Holder shall be equal to the quotient obtained by dividing (A) the Surrendered Value (as defined below) on the date of surrender of this Warrant pursuant to Subsection 2(a), by (B) the Fair Market Value on the exchange date of --------------- one share of Common Stock. (ii) For the purposes of this Subsection 2(c), the "Surrendered --------------- ----------- Value" of a portion of this Warrant on a given date shall be deemed to ----- be the excess of (A) the aggregate Fair Market Value on such date of the total number of shares of Common Stock otherwise issuable upon exercise of such portion of the Warrant, over (B) the aggregate ---- Purchase Price of such total number of shares of record Common Stock. (d) As soon as practicable after the exercise of the close of business on such date. Within two this Warrant in full or in part, and in any event within three (23) business days after such datethereafter, the Company shall issue Company, at its expense, will cause to be issued in the name of, and deliver delivered to, the Holder, or, subject to the person or persons entitled to receive the same terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Common Stock issuable to which such Holder shall be entitled upon such exercise, together with cashplus, in lieu of any fraction fractional share to which such Holder ---- would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and --------- (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, equal to such fraction of calling in the then Fair Market Value aggregate on the date face or faces thereof for the number of exercise of one full share shares of Common StockStock equal (without giving effect to any adjustment therein) to the Warrant Number minus the number of such shares of Common Stock purchased by the Holder upon such exercise.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8_________, 20112013, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 X. Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000Xxxxxxxxxx, Xxxxxxx, XX 00000Xxxxxxxx 00000 (the “Principal Office”), with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 2000 Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx 000, Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000Xxxxxxxxxx 00000 (the “Principal Office”), with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. (a) This Warrant may be exercised at any time by the Holder, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant, with the purchase form appended hereto as Exhibit A, --------- duly executed by such Holder, at the principal office of the Company, or at 000 Xxxxx Xxxxxxxx Xxxxxxsuch other office or agency as the Company may designate, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with accompanied by payment in an amount equal to (a) full by bank or certified check in lawful money of the United States, of the aggregate Purchase Price payable in respect of the total number of shares of Common Stock called for on the face of this Warrant, multiplied purchased upon such exercise. (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon Each exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised effected immediately prior to the close of business on the date of its surrender for exercise day on which this Warrant shall have been surrendered to the Company as provided abovein Subsection 2(a) --------------- hereof. At such time, and the person entitled to receive the or persons in whose name or names any certificates for or other instruments evidencing shares of Common Stock shall be issuable upon such exercise as provided in Subsection 2(d) below shall be treated for all purposes as deemed --------------- to have become the holder or holders of record of the Common Stock represented by such certificates or other instruments. (i) The Holder may at its sole option, and in lieu of paying the Purchase Price pursuant to Subsection 2(a) hereof, exchange this --------------- Warrant in whole or in part for a number of shares of Common Stock as determined below. Such shares of Common Stock shall be issued by the Company to the Holder without payment by the Holder of any exercise price or any cash or other consideration. The number of shares of Common Stock to be so issued to the Holder shall be equal to the quotient obtained by dividing (A) the Surrendered Value (as defined below) on the date of surrender of this Warrant pursuant to Subsection ---------- 2(a), by (B) the Fair Market Value on the Exchange Date of one share ---- of Common Stock. (ii) For the purposes of this Subsection 2(c), the "Surrendered --------------- ----------- Value" of a portion of this Warrant on a given date shall be deemed to ----- be the difference between (A) the aggregate Fair Market Value on such date of the total number of shares of Common Stock otherwise issuable upon exercise of such portion of the Warrant, minus (B) the aggregate Purchase Price of such ----- number of shares of record Common Stock. (d) As soon as practicable after the exercise of the close of business on such date. Within two this Warrant in full or in part, and in any event within three (23) business days after such datethereafter, the Company shall issue Company, at its expense will cause to be issued in the name of, and deliver delivered to, the Holder, or, subject to the person or persons entitled to receive the same terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Common Stock issuable to which such Holder shall be entitled upon such exercise, together with cashplus, in lieu of any fraction fractional share to which such Holder ---- would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and --------- (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, equal to such fraction of calling in the then Fair Market Value aggregate on the date face or faces thereof for the number of exercise of one full share shares of Common StockStock equal (without giving effect to any adjustment therein) to the Warrant Number minus the number of such shares of Common Stock purchased by the Holder upon such exercise.

Exercise. This Warrant (a) The rights represented by this warrant may be exercised exercised, in whole or in part at any time or from time to time -------- from and beginning on the date that is one year after the Original Issuance Date and before date hereof until 5:00 p.m.PM (New York, Eastern Time, New York time) on August 8, 2011, on any business day, for the full number third anniversary of shares of Common Stock called for herebythe date hereof (the "Exercise Period"), by surrendering it (a) the surrender of this warrant, along with the purchase form attached as Exhibit A (the "Purchase Form"), properly executed, at the principal office address of the Company set forth in section 6.2 (or such other address as the Company may designate by notice in writing to the Holder at its address set forth in section 6.2) and (b) the payment to the Company of the exercise price by check, payable to the order of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) for the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by specified in the Purchase PriceForm, together with any applicable stock transfer taxes which must by law be borne by Holder. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of A certificate representing the shares of Common Stock issuable upon so purchased and, in the event of an exercise of fewer than all the rights represented by this Warrant has not been declared effective by warrant, a new warrant in the Securities form of this warrant issued in the name of the Holder or its designee(s) and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- representing a new warrant to purchase a number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that as to which this warrant was theretofore exercisable less the number of shares receivable upon the exercise of Common Stock as to which this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a wholewarrant shall theretofore have been exercised, shall be proportionately reduced. Upon delivered to the Holder or such designee(s) as promptly as practicable, but in no event later than three business days, after this warrant shall have been so exercised. (b) In lieu of a partial exercise monetary payment of this the Aggregate Exercise Price, a Holder may elect to receive, without the payment of any additional consideration, shares equal to the value of his Warrant in accordance or portion thereof by the surrender of such Warrant to the Company with the terms hereof, this Warrant shall be surrendered, and a new Warrant of "cashless exercise" election form (the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise "Cashless Exercise Form") attached hereto as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateExhibit B. Thereupon, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the Holder, such number of full fully paid and nonassessable shares of Common Stock issuable upon such exercise, together with cash, as is computed using the following formula: X = Y(A-B) ------------- A where X = the number of shares to be issued to the Holder pursuant to this Warrant. Y = the number of shares covered by this Warrant in lieu respect of any fraction of a share, equal to such fraction of which the then net issuance election is made. A = the Fair Market Value on the date of exercise of one full share of Common Stockcommon stock, defined as the average closing price per common share for the five (5) trading days prior to receipt by the Company of the Cashless Exercise Form. B = the Exercise Price in effect under this Warrant.

Exercise. This Warrant may be exercised at At any time during either the fifty-fifth (55th) month through the sixtieth (60th) month (“First Exercise Period”), or from time during the one hundred fifteenth (115th) month through the one hundred twentieth (120th) month (“Second Exercise Period”) (either, an “Exercise Period”) of the Lease Term, Tenant shall have the right to time -------- from exercise an option to purchase the Property and after any related personal property located on the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business dayProperty (“Purchase Option”), for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to $8,039,000.00. Tenant’s purchase of the Property shall be upon and subject to the terms as set forth in this Paragraph 34 and subject to such other reasonable terms agreed to between Landlord and Tenant. The Purchase Option shall be exercised by Tenant, if at all, in the following manner: (ai) Tenant shall not be in default under the number of shares of Common Stock called for Lease on the face of this Warrant, multiplied (b) by the Purchase Price. Payment delivery date of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value Option Notice (as defined below), and (ii) Tenant shall deliver to Landlord: (a) written notice (“Purchase Option Notice“) to Landlord no later than the last day of the Exercise Period stating that Tenant desires to exercise the Purchase Option, and (b) the deposit in the amount of Twenty Five Thousand and no/100 Dollars ($25,000) (“Deposit”), which Landlord shall place into escrow with an Escrow Holder (defined in Paragraph 34.2.1 below). This Warrant may Thereafter, Tenant, as Buyer, and Landlord, as Seller, shall enter into a purchase and sale agreement on a standard form, which shall be exercised for reasonably based on the terms of purchase and sale set forth in this Paragraph 34. Buyer shall provide Seller with no less than thirty (30) days’ notice of the full number contemplated close of shares of Common Stock at escrow (the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole“Closing”), and with respect to the sum payable upon first Purchase Option, such Closing shall occur during the exercise sixty-first (61st) through sixty-sixth (66th) months of the Lease Term; with respect to the second Purchase Option, the Closing shall occur no later than during the one hundred twenty-first (121st) through the one hundred twenty-sixth (126th) months of the Lease Term. Until the sale of the Property closes, this Warrant as a whole, Lease shall be proportionately reduced. Upon a partial exercise of this Warrant remain in accordance with full force and effect according to the terms hereof, this Warrant shall be surrendered, and a new Warrant . Tenant’s failure to deliver the Purchase Option Notice on or before the last day of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant First Exercise Period or Second Exercise Period, as applicable, shall be deemed to have been exercised immediately prior constitute Tenant’s election not to exercise the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockPurchase Option.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after prior to its expiration pursuant to Section 2.4 hereof by the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyholder hereof, by surrendering it at the principal office surrender of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000this Warrant, with the form of subscription form attached hereto duly executedexecuted by such holder, together with payment to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in an the amount equal to (a) obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by 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, multiplied (b) by in whole or in part, the Purchase Price. Payment of holder hereof may pay the Purchase aggregate Exercise Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of with respect to the shares of Common Stock issuable upon exercise for which this Warrant is then being exercised in immediately available funds or, in lieu of such payment, the holder may convert this Warrant, in whole or in part, into a number of Warrant Shares determined as follows: X = Y(A-B)/A where: X = the number of Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares with respect to which this Warrant is being exercised. B = the Exercise Price. For purposes of this Section 2.1, the fair market value ("Fair Market Value") of a Warrant has not been declared effective by Share shall mean (a) if the Securities and Exchange Commission (Common Stock of the "COMMISSION")Company is traded on a nationally recognized securities exchange or over the counter market, or is no longer in effect, in exchange for the ---------- number closing price of shares a share of Common Stock equal to reported for the product business day immediately preceding the date of holder's exercise of the Warrant, and (xb) if the number of shares to which Common Stock is not traded on a nationally recognized securities exchange or over the Warrants are being exercised multiplied by (y) a fractioncounter market, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant determined in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued good faith by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close Company's Board of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockDirectors.

Exercise. (a) This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8May 12, 20112009, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx3001 Bee Caves Road, Xxxxx 0000Suite 250, XxxxxxxAustin, XX 00000Texas 78746, with the subscription form duly executedsubscripxxxx xxxx xxxx xxxxxxxx, together with payment in an xxxxxxxx xxxx xxxxxxx xx xn amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: either (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) through a cashless exercise. At any time during the Exercise Period, the Holder may, at its option, exercise this Warrant on a cashless basis by exchanging this Warrant, in lieu whole or in part (a "Warrant Exchange"), into the number of any cash paymentshares of Common Stock determined in accordance with this Section 1(a) by surrendering this Warrant at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if this later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for shares of Common Stock issuable upon such Warrant is exercised on Exchange and, if applicable, a date when a Registration Statement (as defined in new Warrant of like tenor evidencing the Registration Rights Agreement), covering the resale balance of the shares of Common Stock issuable upon exercise remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within three (3) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant has not been declared effective by shall represent the Securities right to subscribe for and Exchange Commission (acquire the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock Warrant Shares equal to the product of (xi) the number of shares Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to which the Warrants are being exercised multiplied quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (yB) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (Value. "Fair Market Value" shall have the meaning set forth in Section 1(b) below, except that for purposes hereof, the date of exercise, as defined below)used in such Section III, shall mean the Exchange Date. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such datedate (the "Share Delivery Date"), the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Issue Date and before 5:00 p.m.P.M., Eastern Time, on August 8April 1, 20112008, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 00 Xxx Xxxx Xxxxx Xxxxxxxx XxxxxxXxxx, Xxxxxxxx, Xxxxx 0000, Xxxxxxx, XX Xxxxxx 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)) on the date of exercise equal to such sum, as Holder may determine. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant (a) The Option may be exercised in whole or in part upon the terms and subject to the conditions contained herein by delivering to the Grantor, with copies to the Secretary of the Company, (i) a written notice specifying the number of shares to be purchased, (ii) a letter in the form of Exhibit A attached hereto and (iii) against receipt of a share certificate representing the shares being purchased, payment in full of the Exercise Price. The Exercise Price shall be payable in cash by bank or certified check or by wire transfer to an account specified by the Grantor. Unless sooner terminated, the Option will expire, if and to the extent not exercised, (x) with respect to the Group A Option Shares (as hereinafter defined), at the close of business on October 31, 2000 (the "Group A Expiration Date"); and (y) with respect to the Group B Option Shares (as hereinafter defined), at the close of business on the first anniversary of the Target Date (as hereinafter defined) (the "Group B Expiration Date"). (b) Notwithstanding any time or from time provisions herein to time -------- from and after the Original Issuance contrary, if the fair market value (as hereinafter defined) of one share of Common Stock is greater than the Exercise Price as of the Date and before 5:00 p.m.of Calculation (as hereinafter defined), Eastern Timein lieu of exercising the Option for cash, on August 8the Optionee may elect to pay the Exercise Price by surrendering for cancellation a portion of the Option, 2011, on any business day, for in which event the full Grantor shall transfer to the Optionee a number of shares of Common Stock called for hereby, by surrendering it at computed using the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to following formula: Y (aA-B) X = ---------------- B Where X = the number of shares of Common Stock called for on to be issued to the face of this Warrant, multiplied (b) by Optionee Y = the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal purchasable under the portion of the Option being surrendered for cancellation (at the Date of Calculation) A = the fair market value of one share of the Common Stock (at the Date of Calculation) B = Exercise Price (as adjusted to the product Date of Calculation) For purposes of the above calculation, (xi) the number "fair market value" of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares one share of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and average for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised thirty (30) consecutive business days immediately prior to the close Date of business Calculation of the closing bid and asked prices of the Common Stock quoted in the over-the-counter market or the last reported sale prices of the Common Stock or the closing prices quoted on the date of its surrender for exercise as provided above, and Nasdaq National Market or on any exchange on which the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder is listed, whichever 2 Page 8 of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.13 Pages

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayBusiness Day (as hereinafter defined), for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Company (currently c/o Eaton & Vxx Xxxxxx, Xxxxx 0000LLP, Xxxxxxx3 Xxxx Xxxxxx, XX Xxx Xxxx, Xxx Xxxx 00000, ) with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with Section 4 of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two three (23) business days Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on Price during the five (5) consecutive Trading Days preceding the date of exercise of one (1) full share of Common Stock.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business dayday of the Company, for up to the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx 00 Xxxxxx Xxxxxx, Xxxxx 0000Xxxxxxxxx, XxxxxxxXxx Xxxx 00000, XX 00000or such other principal office of the Company as may be had from time to time (the “Principal Office”), with the subscription form duly executed, together with payment in an amount equal to (a) not more than the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares of Common Stock to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reducedreduced for any prior partial exercises. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its proper surrender for exercise and tender of full payment, if applicable, as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateSubject to compliance with applicable law and regulation and the terms hereof, the Company shall promptly issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of the Purchase Price. “Fair Market Value” shall mean, as of any date: (i) if shares of the Common Stock are listed on a sharenational securities exchange, equal the average of the closing prices as reported for composite transactions during the five (5) consecutive trading days preceding the trading day immediately prior to such fraction date or, if no sale occurred on a trading day, then the mean between the closing bid and asked prices on such exchange on such trading day; (ii) if shares of the then Fair Market Value Common Stock are not so listed but are traded on the Nasdaq SmallCap Market (“NSCM”), the average of the closing prices as reported on the NSCM during the five (5) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the highest bid and lowest asked prices as of exercise the close of one full share business on such trading day, as reported on the NSCM; or if applicable, the Nasdaq National Market (“NNM”), or if not then included for quotation on the NNM or NSCM, the average of the highest reported bid and lowest reported asked prices as reported by the OTC Bulletin Board or the National Quotations Bureau, as the case may be; or (iii) if the shares of the Common StockStock are not then publicly traded, the fair market price of the Common Stock as mutually agreed to in good faith by the Board of Directors of the Company and the Placement Agent.

Exercise. (a) This Warrant may be exercised at any time by the Holder, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant, with the purchase form appended hereto as Exhibit ------- A, duly executed by such Holder, at the principal office of the Company, or at 000 Xxxxx Xxxxxxxx Xxxxxx- such other office or agency as the Company may designate, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with accompanied by payment in an amount equal to (a) full by bank or certified check in lawful money of the United States, of the aggregate Purchase Price payable in respect of the total number of shares of Common Stock called for on the face of this Warrant, multiplied purchased upon such exercise. (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon Each exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised effected immediately prior to the close of business on the date of its surrender for exercise day on which this Warrant shall have been surrendered to the Company as provided in Subsection 2(a) above. --------------- At such time, and the person entitled to receive the or persons in whose name or names any certificates for or other instruments evidencing shares of Common Stock shall be issuable upon such exercise as provided in Subsection 2(d) below shall be treated for all purposes as deemed to have --------------- become the holder or holders of record of the Common Stock represented by such certificates or other instruments. (i) The Holder may at its sole option, and in lieu of paying the Purchase Price pursuant to Subsection 2(a) hereof, exchange this --------------- Warrant in whole or in part for a number of shares of Common Stock as determined below. Such shares of Common Stock shall be issued by the Company to the Holder without payment by the Holder of any other exercise price or any cash or other consideration. The number of shares of Common Stock to be so issued to the Holder shall be equal to the quotient obtained by dividing (A) the Surrendered Value (as defined below) on the date of surrender of this Warrant pursuant to Subsection 2(a), by (B) the Fair Market Value on the exchange date of --------------- one share of Common Stock. (ii) For the purposes of this Subsection 2(c), the "Surrendered --------------- ----------- Value" of a portion of this Warrant on a given date shall be deemed to ----- be the excess of (A) the aggregate Fair Market Value on such date of the total number of shares of Common Stock otherwise issuable upon exercise of such portion of the Warrant, over (B) the aggregate ---- Purchase Price of such total number of shares of record Common Stock. (d) As soon as practicable after the exercise of the close of business on such date. Within two this Warrant in full or in part, and in any event within three (23) business days after such datethereafter, the Company shall issue Company, at its expense, will cause to be issued in the name of, and deliver delivered to, the Holder, or, subject to the person or persons entitled to receive the same terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: 3 (i) a certificate or certificates for the number of full shares of Common Stock issuable to which such Holder shall be entitled upon such exercise, together with cashplus, in lieu of any fraction fractional share to which such Holder ---- would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and --------- (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, equal to such fraction of calling in the then Fair Market Value aggregate on the date face or faces thereof for the number of exercise of one full share shares of Common StockStock equal (without giving effect to any adjustment therein) to the Warrant Number minus the number of such shares of Common Stock purchased by the Holder upon such exercise.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8December 20, 20112012, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx124 N. First Street, Xxxxx 0000Louisville, XxxxxxxKentucky 40202 (the "Principal Offxxx"), XX 00000, with the subscription form duly executedxxxx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSIONCommission"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This A. Subject to the limitation set forth in Section 1(B) and the redemption provisions of Section 14, this Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m.P.M., Eastern Time, on August 8, 20112006, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx00 Xxxxxx Xxx, Xxxxx 0000, Xxxxxxx, Xxxxxx XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: either (1) by payment in immediately available funds; cash or by bank draft, certified check or money order, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)) on the date of exercise equal to such sum. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx500 North Michigan Avenue, Xxxxx 0000Suite 300, XxxxxxxChicago, XX 00000Illinois 60611, with the subscription form duly executedwitx xxx xxxxxxxxxxxx xxxx xxxx xxxxxxxx, together with payment xxxxxxxx xxxx xxxxxxt in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price may shall be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) as to all or any increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: 99 Erie Street, Cambridge, Massachusetts 02139 or such otxxx xxxxxxx xx xxx Xxxxxxx xxxxx xxxxxxxxx xx 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 the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the Holder shall have the right (the "Conversion Right") to convert this Warrant or any portion thereof into shares of Common Stock as provided in this Section at any time or from time to time -------- from prior to its expiration. In lieu of exercising this Warrant for cash, the Holder may elect to surrender a portion of this Warrant for conversion and after to receive shares of Common Stock equal to the Original Issuance Date value of this Warrant (or the portion being cancelled, surrendered and before 5:00 p.m.converted) by surrender of this Warrant to the Company together with notice of such election. Upon such event, Eastern Time, on August 8, 2011, on any business day, for the full Company shall issue to the Holder a number of shares of the Company's Common Stock called for hereby, computed by surrendering it at using the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to following formula: X = Y (aA - B) --------------- A Where: X = the number of shares of Common Stock called for on to be issued to the face of this Warrant, multiplied (b) by Holder; Y = the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is otherwise be purchased under this Warrant; A = the Fair Market Value of one share of the Common Stock; and B = the Exercise Price of the Warrant (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company adjusted to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stockcalculation).

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8December ___, 20112012, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"“Commission”), or is no longer in effect, and the Fair Market Value (as defined below) is equal to or greater than the Purchase Price, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. (A) This Warrant may be exercised at any time exercised, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant, at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription Election to Exercise form set forth at the end hereof duly executed, together and by paying in full, the Warrant Price for each share of Common Stock as to which this Warrant is exercised and any applicable taxes, other than taxes that the Company is required to pay hereunder. Such payment may be (i) in cash or by cashier's or bank check, (ii) by surrender of the Note with payment in an outstanding amount (principal and interest) equal to the exercise price or (aiii) if the number Common Stock is at the time traded on a national securities exchange or a Nasdaq market, by making a cashless exercise. Upon exercise by surrender of a Note, if the Purchaser does not elect to convert any portion of the outstanding interest, then the Company shall pay the accrued interest under such Note surrendered in cash within five (5) business days of such surrender and if the Purchaser surrenders only a portion of any Note, then the Company shall reissue a substitute Note for the amount not surrendered. Upon a cashless exercise, the Purchaser shall receive shares of Common Stock called for on a net basis such that, without the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash paymentfunds, if the Purchaser shall surrender this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (xi) the number of shares of Common Stock as to which the Warrants are this Warrant is being exercised exercised, multiplied by (yii) a fraction, the numerator of which is the Purchase aggregate Market Price of such Common Stock less the aggregate then applicable exercise price, and the denominator of which is such aggregate Market Price. In respect of such calculation, the Fair term Market Value Price shall mean at any applicable date (i) the last reported sale price of the Common Stock, or, (ii) in case no such reported sale takes place on such day, the average of the last reported sales prices for the last three (3) trading days, in either case, as defined below). This Warrant may be exercised for less than officially reported on the full number of shares of Nasdaq market or on such other principal national securities exchange on which the Common Stock at the time called for hereby, except that the number of shares receivable upon is then listed or admitted to trading. (B) As soon as practicable after the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a or partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateWarrant, the Company shall issue and deliver cause to be issued to or upon the person or persons entitled to receive order of the same holder of this Warrant a certificate or certificates for the number of full shares of Common Stock issuable upon to which he is entitled, registered in such exercisename or names as may be directed by him, together with cashand, in lieu if applicable, a substitute Warrant for the number of shares not exercised. (C) Anything contained herein to the contrary notwithstanding, the Company shall not be required to issue any fraction of a shareshare in connection with the exercise of this Warrant, but in any case where the holder hereof would, except for the provisions of this Section 2.2, be entitled under the terms of this Warrant to receive a fraction of a share upon the exercise hereof, the Company shall, upon the exercise of this Warrant and receipt of the Warrant Price, issue a certificate for the largest number of full shares of Common Stock then called for hereby and pay a sum in cash equal to the market value of such fraction of a share. (D) All shares of Common Stock issued upon the then Fair Market Value exercise of this Warrant shall be validly issued, fully paid and non-assessable, and the Company shall pay all taxes in respect of the issue thereof. The Company shall not be required, however, to pay any tax imposed in connection with any transfer involved in the issuance of a certificate for shares ------------------------------------------------------ CUSIP No. 000000000 ------------------------------------------------------ of Common Stock or any other securities in any name other than that of the holder of this Warrant; and in such case the Company shall not be required to issue or deliver any such certificate until such tax shall have been paid. (E) Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of exercise the purchase price and any applicable taxes was made, irrespective of one full share the date of Common Stockdelivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Vesting Date and before 5:00 p.m.P.M., Eastern Time, on August 8, 2011, the Termination Date on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 Xxxxx 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, Warrant (without giving effect to any further adjustment herein) multiplied by (b) by the Purchase Price. Payment of the Purchase Price this amount may be made at Holder's choosing either: (1) by payment in immediately available funds; cash or by corporate check, payable to the order of the Company, or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- Company not issuing that number of shares of Common Stock equal subject to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) this Warrant having a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (on the date of exercise equal to such sum, as defined below)Holder may determine. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. (a) This Warrant may be exercised by the Holder in whole or in part at any time or from time to time -------- from and after during the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyExercise Period, by surrendering it at the principal office delivery of the Companyfollowing to the Issuer at its address listed on the signature page hereof (or at such other address as the Issuer may designate by ten (10) days' advance written notice to the Holder): (i) an executed Notice of Exercise in the form attached hereto as Annex A-1 or Annex A-2, at 000 Xxxxx Xxxxxxxx Xxxxxxas the case may be; (ii) the Exercise Price (A) in cash or by check, Xxxxx 0000or (B) pursuant to Section 2.2 hereof, Xxxxxxx(C) surrender of the Holder's Class B Limited Partnership Interest or (D) any combination of (A), XX 00000, (B) or (C) above; and (iii) this Warrant. In the event the Holder determines to pay the Exercise Price with the subscription form duly executedsurrender of a portion of the Holder's Class B Limited Partnership Interest, together with payment in an the portion of Class B Limited Partnership Interest surrendered shall be valued at $1,000 for each $1,000 cash amount equal to (a) the number of shares of Common Stock called for on the face of this WarrantClass B Limited Partnership Interest invested, multiplied (b) reduced by the Purchase Price. Payment amount of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised capital returned on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below)such Class B Limited Partnership Interests. This Warrant may not be exercised for amounts that would require the payment of less than $10 million of aggregate Exercise Price (i.e., the aggregate amount derived by multiplying the then applicable Exercise Price by the number of Exercise Shares deliverable pursuant to such exercise) or, if the Holder owns a Warrant that if exercised in full would require the payment of less than $10 million of aggregate Exercise Price, for less than the full number entire Warrant. An executed Notice of shares Exercise must be delivered not later than 10 Business Days before the date on which such exercise is to occur, which date will be set forth by the Holder in the Notice of Common Stock at Exercise; provided, however, that in the time called for herebyevent the Trust intends to print and distribute to potential investors in connection with its Initial Public Offering a preliminary prospectus, except that the number Trust will give the Holder not less than 15 Business Days prior written notice of shares receivable upon its intention to file such preliminary prospectus with the SEC together with a copy of such preliminary prospectus, in which case the Holder will have five (5) Business Days from its receipt of such notice and prospectus to notify the Issuer of its intention to exercise of this Warrant as all or a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise part of this Warrant in accordance connection with such Initial Public Offering. In the terms hereofevent a Notice of Exercise is not so delivered within such period, the Holder may not deliver a Notice of Exercise until the earlier of (i) 60 days from the date that written notice of such filing is delivered to the Holder; (ii) the consummation of such Initial Public Offering and (iii) the date the preliminary prospectus is amended or modified for any reason other than the inclusion of final pricing information that is within the range of prices on the cover of such preliminary prospectus. Any Notice of Exercise delivered by the Holder in connection with an Initial Public Offering may be withdrawn or amended in the event of an amendment or modification of the preliminary prospectus delivered to the Holder hereunder for any reason other than the inclusion of final pricing information that is within the range of prices on the cover of such preliminary prospectus. In no event shall the maximum amount payable under this Warrant exceed $100 million. (b) In the event of an Initial Public Offering, this Warrant shall be surrenderedautomatically exercised at the closing fo r such offering for the Trust Fixed Percentage Number representing a 19% economic interest in the Company, subject to adjustment as provided in this Warrant, including Section 5 hereof, if and only if the sale of such number of Common Shares representing such 19% interest at the price per share set forth on the cover page of the final prospectus for the Initial Public Offering would result in an aggregate offering price for such Common Shares of at least $80 million. If the aggregate offering price utilizing the price to the public set forth on the cover page of the final prospectus for such offering in respect of such number of Common Shares would not result in at least $80 million, then the Warrant shall not be automatically exercised. Payment of the Exercise Price in the event of mandatory exercise pursuant to this Section 2.1(b) shall be by surrender of $50 million of Class B Limited Partnership Interest. (c) Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant of the same tenor and exercisable for the purchase of the number of such shares not purchased upon such exercise Exercise Shares remaining shall be issued executed by the Company Trust, the Company, GMH GP and Xxxx X. Xxxxxxxx and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to Holder without any charge therefor. A be issued upon exercise of this Warrant shall be deemed to have been exercised immediately prior become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Issuer are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date of its surrender for exercise as provided above, and on which the person entitled to receive stock transfer books are open (whether before or after the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as end of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockExercise Period).

Exercise. (A) This Warrant may be exercised at any time exercised, in whole or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for herebyin part, by surrendering it this Warrant, at the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with the subscription Election to Exercise form set forth at the end hereof duly executed, together and by paying in full, the Warrant Price for each share of Common Stock as to which this Warrant is exercised and any applicable taxes, other than taxes that the Company is required to pay hereunder. Such payment may be (i) in cash or by cashier's or bank check, (ii) by surrender of the Note with payment in an outstanding amount (principal and interest) equal to the exercise price or (aiii) if the number Common Stock is at the time traded on a national securities exchange or a Nasdaq market, by making a cashless exercise. Upon exercise by surrender of a Note, if the Purchaser does not elect to convert any portion of the outstanding interest, then the Company shall pay the accrued interest under such Note surrendered in cash within five (5) business days of such surrender and if the Purchaser surrenders only a portion of any Note, then the Company shall reissue a substitute Note for the amount not surrendered. Upon a cashless exercise, the Purchaser shall receive shares of Common Stock called for on a net basis such that, without the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash paymentfunds, if the Purchaser shall surrender this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (xi) the number of shares of Common Stock as to which the Warrants are this Warrant is being exercised exercised, multiplied by (yii) a fraction, the numerator of which is the Purchase aggregate Market Price of such Common Stock less the aggregate then applicable exercise price, and the denominator of which is such aggregate Market Price. In respect of such calculation, the Fair term Market Value Price shall mean at any applicable date (i) the last reported sale price of the Common Stock, or, (ii) in case no such reported sale takes place on such day, the average of the last reported sales prices for the last three (3) trading days, in either case, as defined below). This Warrant may be exercised for less than officially reported on the full number of shares of Nasdaq market or on such other principal national securities exchange on which the Common Stock at the time called for hereby, except that the number of shares receivable upon is then listed or admitted to trading. (B) As soon as practicable after the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a or partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such dateWarrant, the Company shall issue and deliver cause to be issued to or upon the person or persons entitled to receive order of the same holder of this Warrant a certificate or certificates for the number of full shares of Common Stock issuable upon to which he is entitled, registered in such exercisename or names as may be directed by him, together with cashand, in lieu if applicable, a substitute Warrant for the number of shares not exercised. (C) Anything contained herein to the contrary notwithstanding, the Company shall not be required to issue any fraction of a shareshare in connection with the exercise of this Warrant, but in any case where the holder hereof would, except for the provisions of this Section 2.2, be entitled under the terms of this Warrant to receive a fraction of a share upon the exercise hereof, the Company shall, upon the exercise of this Warrant and receipt of the Warrant Price, issue a certificate for the largest number of full shares of Common Stock then called for hereby and pay a sum in cash equal to the market value of such fraction of a share. (D) All shares of Common Stock issued upon the then Fair Market Value exercise of this Warrant shall be validly issued, fully paid and non-assessable, and the Company shall pay all taxes in respect of the issue thereof. The Company shall not be required, however, to pay any tax imposed in connection with any transfer involved in the issuance of a certificate for shares of Common Stock or any other securities in any name other than that of the holder of this Warrant; and in such case the Company shall not be required to issue or deliver any such certificate until such tax shall have been paid. (E) Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of exercise the purchase price and any applicable taxes was made, irrespective of one full share the date of Common Stockdelivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Exercise. This Warrant may be exercised at any time or from time to time -------- from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8_____________, 2011unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 000 0000 Xxx Xxx Xxxxx Xxxxxxxx XxxxxxXxxxx, Xxxxx 00000xx Xxxxx, XxxxxxxXxx Xxxxx, XX 00000, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's ’s choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"“Commission”), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise. This Subject to the terms set forth herein, the right to purchase the Warrant Shares represented by this Warrant may be exercised at any time or from time to time -------- from and after by the Original Issuance Date and before 5:00 p.m., Eastern Time, on August 8, 2011, on any business day, for the full number of shares of Common Stock called for hereby, Holder hereof by surrendering it at to the principal office of the Company, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000Purchaser, with an exercise notice, in the subscription form attached hereto (the “Exercise Notice”), appropriately completed and duly executed, together and by paying in full the Warrant Price for the Warrant Shares thereby purchased, at the election of the holder, either: (i) by tendering in cash, by certified or cashier’s check payable to the order of the Purchaser, or by wire transfer of immediately available funds to an account designated by the Purchaser (such manner of exercise, a “Cash Exercise”); provided, that the Holder provides the information on the Exercise Notice that is reasonably necessary for the Purchaser to issue the Warrant Shares in compliance with U.S. federal securities law; or (ii) without payment in an amount equal to (a) of cash, by reducing the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "COMMISSION"), or is no longer in effect, in exchange for the ---------- number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable Shares obtainable upon the exercise of this Warrant and payment of the Warrant Price in cash so as to yield a whole, and the sum payable number of Warrant Shares obtainable upon the exercise of this Warrant equal to quotient obtained by dividing (x) the product of the number of Warrant Shares, multiplied by the excess of the Fair Market Value over the Warrant Price by (y) the Fair Market Value (such manner of exercise, a “Cashless Exercise”). For purposes of this Warrant, “Fair Market Value” means (A) if at the time of the Cashless Exercise shares of Purchaser Common Stock is listed or quoted for trading on the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, OTC Bulletin Board or any other national securities or over-the-counter exchange (such principal exchange for Purchaser Common Stock, the “Exchange”), then the volume-weighted averages of the trading prices of shares of Purchaser Common Stock on the applicable Exchange (as reported by Bloomberg L.P. or, if such information is no longer available from Bloomberg L.P., as available from a wholecomparable internationally recognized source determined by the Purchaser acting reasonably), on the fifteen (15) consecutive days on which shares of Purchaser Common Stock are traded on such Exchange (each such day, a “Trading Day”) ending on (and including) the Trading Day that is the Trading Day immediately prior to such date; or (B) if at the time of the Cashless Exercise shares of Purchaser Common Stock is not listed or quoted for trading on an Exchange, then the fair market value, of a share of Purchaser Common Stock as shall be proportionately reduceddetermined by the Board of Directors of the Purchaser (the “Board”) in its good faith judgment. Upon a partial provided, however, that notwithstanding the foregoing, the issuance of shares of Purchaser Common Stock or other securities upon the exercise of this Warrant shall be made without charge to the Holder for any issue in accordance with respect thereof; provided, however, if at any time the terms hereofPurchaser Common Stock is not a “covered security” under Section 18(b) of the Securities Act, the Purchaser may, at its option, require the exercise of this Warrant shall to be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common StockCashless Exercise.