Common use of Exercise Clause in Contracts

Exercise. This Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period).

Exercise. This Subject to Section 2.3 hereof, this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A heretoA; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtednesscheck, or (iiiii) pursuant to Section 2.2 hereof; and, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant heretoin connection with any such transfer), shall be issued and delivered by the Company to the Holder or such other Person as soon promptly as practicable (and in any event within five (5) Business Days) after this Warrant shall have been exercisedreceipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate (or certificates representing certificates) for the Exercise Shares purchased that are delivered. Such new Warrant shall in all other respects be identical to this Warrantbeing issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period).

Exercise. This Prior to the later of the second anniversary of the date hereof (the "Expiration Date"), this Warrant may be exercised in whole by the Holder, as to all or in part at any time during less than all of the Exercise Periodshares of Common Stock covered hereby, by delivery surrender of this Warrant at the following to the Company at its address set forth above Company's principal office (or at for all purposes of this Warrant, 154 Xxxxxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000 xx such other address as it the Company may designate advise the registered Holder hereof by notice in writing given by certified or registered mail) with the form of election to subscribe attached hereto as Exhibit A duly executed and upon tender of payment to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment Company of the Exercise Price (i) for shares so purchased in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrantcheck. Upon the exercise date 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered receipt by the Company (herein called the "Exercise Date"), this Warrant shall be deemed to have been exercised and the person exercising the same shall become a holder of record of shares of Common Stock (or of the other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and certificates for such shares so purchased shall be delivered to the Holder or such other Person as soon as practicable its transferee within a reasonable time (and in any event within five Business Daysnot exceeding 10 days) after this Warrant shall have been exercised as set forth hereinabove. In the event that this Warrant is exercised in part, the Company will execute and deliver a new Warrant of like tenor exerciseable for the number of shares for which this Warrant may then be exercised. If this Warrant shall is not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered on or prior to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of Expiration Date, this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered void and payment all rights 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 Company are closed, such Person Holder hereunder 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 (whether before or after the end of the Exercise Period)cease.

Exercise. This Warrant (a) Subject to the other terms and conditions hereof, the Option shall be exercisable, provided payment is made as provided below, from time to time by written notice to the Company (in the form required by the Company, the covenants and substantive provisions of which are hereby made part of this Agreement) which shall: (i) State that the Option is thereby being exercised, the number of Shares with respect to which the Option is being exercised, each person in whose name any certificates for the Shares should be registered and such person's address and social security number; (ii) Be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by anyone other than the Holder, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Option under all applicable laws and regulations; and (iii) Be accompanied by such representations, warranties or agreements with respect to the investment intent of such person or persons exercising the Option and the compliance with any applicable law or regulation or to confirm any factual matters as the Company or its counsel may reasonably request, in form and substance satisfactory to counsel for the Company. (b) Payment of the exercise price may be exercised made, in the discretion of the person exercising the Option, in one of the following manners, or in any other manner approved by the Board, in its sole discretion: (i) The written notice to the Company described above may be accompanied by full payment of the exercise price in cash or by check, or in whole or in part at any time during the Exercise Period, by delivery with a surrender or withholding of Shares of the following Company having a Fair Market Value (as defined below) on the date of exercise equal to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment that portion of the Exercise Price (i) exercise price for which payment in cash or immediately available funds, (ii) check is not made. The value of each such Share surrendered or withheld shall be 100% of the Fair Market Value of the Shares on the date the Option is exercised. The latter of the dates on which such notice and payment are received by cancellation the Company shall be the date of indebtedness, or (iii) pursuant to Section 2.2 hereofexercise of the Option; and (cii) this Warrant. Upon Within five days of the giving of the written notice to the Company described above, the funds to pay for the exercise of this Warrantthe Option may be delivered to the Company by a broker acting on behalf of the person exercising the Option either in connection with the sale of the Shares underlying the Option or in connection with the making of a margin loan to such person to enable payment of the exercise price of the Option. The latter of the dates on which the Company receives such notice and payment shall be the date of exercise of the Option. In connection with any such exercise, the Company will provide a copy of the notice of exercise of the Option to the aforesaid broker upon receipt by the Company of such notice and will deliver to such broker, within five business days of the delivery of such notice to the Company, 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 requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Daysbroker) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for representing the number of Exercise Shares remaining underlying the Option that have been sold by such broker for the person exercising the Option. (c) For purposes hereof, the "Fair Market Value" of a Share as of a given date shall be executed (in order of applicability): (i) the closing price of a Share on the principal exchange on which the Shares are then trading, if any, on the day immediately prior to such date, or if Shares were not traded on the day previous to such date, then on the next preceding trading day during which a sale occurred; or (ii) if Shares are not traded on an exchange but are quoted on NASDAQ or a successor quotation system, (A) the last sale price (if Shares are then listed as a National Market Issue under the NASD National Market System), or (B) if Shares are not then so listed, the mean between the closing representative bid and asked prices for Shares on the day previous to such date as reported by NASDAQ or such successor quotation system; or (iii) if Shares are not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the mean between the closing bid and asked prices for Shares, on the day previous to such date, as determined in good faith by the Board; or (iv) if Shares are not publicly traded, the fair market value established by the Board acting in good faith. (d) Upon exercise of the Option and the satisfaction of all conditions thereto, the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any deliver a certificate or certificates for Shares to the Exercise specified person or persons at the specified time upon receipt of payment for such Shares are to as set forth above. No Shares shall be issued upon on an exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and an Option until full payment of the Exercise Price was has been 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 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 (whether before or after the end of the Exercise Period).

Exercise. This Warrant may be exercised in whole or in part at any time during Subject to the Exercise Periodprovisions of this Agreement, by delivery of the following upon surrender to the Company at its address set forth above (or at such other address as it may designate by notice in writing principal office of a Warrant Certificate with the Election to the Holder): (a) an executed Notice of Exercise Purchase substantially in the form attached as Annex A hereto; (bII to such Warrant Certificate duly executed, together with payment in accordance with the last sentence of this Section 4(b) payment of the applicable Exercise Price then in effect (i) in cash or immediately available fundsthe date of such surrender, (ii) by cancellation the “Exercise Date”), the Company shall issue and deliver promptly to the registered holder of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrantsuch Warrant Certificate, a certificate or certificates for the Exercise Warrant Shares so purchasedor other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the Holder written order of such registered holder, in such name or names as such other Person as registered holder may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exerciseddesignate. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the Any certificate or certificates representing the Exercise Warrant Shares purchased are delivered. Such new Warrant shall in all other respects be identical deemed to this Warrant. The Person in whose name have been issued and any certificate or certificates for the Exercise Shares are person so designated to be issued upon exercise of this Warrant named therein shall be deemed to have become the holder of record of such shares on the Warrant Shares as of the date on which this of the surrender of such Warrant was surrendered Certificate (together with such duly executed Form of Election to Purchase) and payment of the Exercise Price. Payment of the applicable Exercise Price was with respect to an exercise of Warrants pursuant to this Section 4(b) shall be made, irrespective at the holder’s option, (x) in cash or (y) without the payment of cash, by reducing the date number of delivery shares of Class C Common Stock obtainable upon the exercise of such certificate or certificatesWarrants (an exercise as provided under this clause (y), except that, a “Cashless Exercise”) so as to yield a number of shares of Class C Common Stock issued upon the exercise of such Warrants equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if the date of such surrender and Warrants being exercised had been exercised upon the full 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 (whether before or after the end of the Exercise PeriodPrice in cash and (B) a fraction, the numerator of which is the excess of the current market price per share of Common Stock on the applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price as of such Exercise Date and the denominator of which is the current market price per share of the Common Stock as of such Exercise Date (determined in accordance with Section 7(f)).

Exercise. This Warrant Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may be exercised in whole or in part at any time during exercise the Exercise Period, Option only by delivery a written “Notice of the following Exercise” to the Company at or its address set forth above (designee on a form specified by the Company on or at before the date the Option expires. Unless the Administrator determines otherwise, each such other address as it may designate by notice in writing Notice must: a. state your election to exercise the Holder): (a) an executed Notice Option and the number of Exercise in Shares with respect to which you are exercising the form attached as Annex A heretoOption; (b) b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtednessfull through one, or (iiia combination, of the following payment methods, which method(s) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered shall be indicated in the name Notice of Exercise: i. cashier’s or certified check in the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment amount of the Exercise Price was madepayable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, irrespective for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the later of the date of delivery of such certificate (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or certificates, except that, if portion thereof) the whole number of shares with a Fair Market Value on 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 exercise equal 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 (whether before all or after the end part of the Exercise PeriodPrice (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercise.

Exercise. This Warrant may be exercised in whole by the Holder hereof as to all or in part at any time during increment or increments of 100 Shares (or the Exercise Periodbalance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its the address set forth above (in the Debenture Purchase Agreement, or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundsbank check, (ii) by cancellation the surrender of indebtednessthe Debenture or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price, or (iii) pursuant by the surrender of a portion of this Warrant where the excess of (A) the Fair Market Value of the Shares subject to Section 2.2 hereof; and the portion of this Warrant that is surrendered (cthe "Surrendered Shares"), over (B) this Warrantthe aggregate Exercise Price of the Surrendered Shares, is equal to the aggregate Exercise Price for the Shares to be issued. Upon payment of the exercise Exercise Price, the Holder shall be deemed to be the holder of record of the Shares, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Shares may not then be actually delivered to the Holder. The Company shall as promptly as practicable thereafter, and in any event within 15 days thereafter, execute and deliver to the Holder of this Warrant, Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after Holder. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Shares, the Holder shall be entitled upon surrender of the old Warrant to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Warrant.

Exercise. This Subject to the provisions of this Warrant, a Holder (or a participant acting on behalf of a Holder in accordance with DTC procedures) may exercise Warrants by delivering to the Warrant may be exercised in whole or in part at Agent, not later than 5:00 P.M., New York City time, on any time Business Day during the Exercise PeriodPeriod an election to purchase the Warrant ADSs to be exercised (A) in the form included in Exhibit A to this Warrant or (B) via an electronic warrant exercise through the DTC system (each, by an “Election to Purchase”). Within one Trading Day following the delivery of the following Election to Purchase, the Holder shall deliver (i) the Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Company Warrant Agent at its address set forth above office designated for such purpose or (or B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such other address as it may designate by notice purpose in writing by the Warrant Agent to DTC from time to time, and (ii) the Exercise Price for each Warrant to be exercised (and, if applicable, any taxes or charges due in connection with the exercise of such Warrants), in lawful money of the United States of America by (A) certified or official bank check or wire transfer from a United States bank payable to the Holder): Warrant Agent or (aB) an executed Notice payment to the Warrant Agent through the DTC system. If any of (i) the Warrants, (ii) the Election to Purchase, or (iii) the Exercise Price therefor (and, if applicable, any taxes or charges due in connection with the form attached exercise of such Warrants), is received by the Warrant Agent on any date after 5:00 P.M., New York City time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. The “Exercise Date” will be the date on which the Election to Purchase is delivered to the Warrant Agent; however, the Warrants shall not be deemed to be exercised if the Warrants and the Exercise Price therefor are not received by the Warrant Agent on or prior to the Trading Day following the delivery of the Election to Purchase. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder or participant, as Annex A hereto; (b) the case may be, as soon as practicable. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price (i) in cash or immediately available funds, (ii) the account maintained by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, a certificate or certificates Warrant Agent in its name as agent for the Exercise Shares so purchased, registered Company. The Warrant Agent shall remit to the Company funds received for warrant exercises in a given month by the name fifth Business Day of the Holder or such other Person as may be following month by wire transfer to an account designated by the Holder Company, or as otherwise from time to time as reasonably requested by the Company. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services hereunder (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the extent such transfer is not validly restricted and upon payment terms of any transfer taxes that are required to be paid this Warrant Agreement, Computershare will hold the Funds in deposit accounts with U.S. commercial banks with Tier 1 capital exceeding $1 billion or with ratings above investment grade by the Holder pursuant heretoS&P Global Ratings (LT Local Issuer Credit Rating), Mxxxx’x Investors Service (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this Section 4(c), including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be issued obligated to pay such interest, dividends or earnings to the Company, any holder or any other party. If less than all the Warrants evidenced by a surrendered Warrant Certificate are exercised, the Warrant Agent shall split up the surrendered Warrant Certificate and delivered by the Company return to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this a Warrant shall have been Certificate evidencing the Warrants that were not exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period).

Exercise. This The Warrants and the purchase rights represented thereby are exercisable by the Warrant may be exercised Holder, in whole or in part part, at any time during after they vest until 5:00 p.m., Eastern Standard Time, on the Exercise Period, by delivery Expiration Date in accordance with the procedures set forth in Section 4(b) below. Upon receipt of the following items required under Section 4(b) and the Warrant Holder's fulfillment of the other terms of Section 4(b), the Company shall issue to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, Warrant Holder 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrantshares of Common Stock purchased. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued Warrant Holder, upon exercise of this Warrant the Warrants, shall be deemed to have become the holder of record of the Warrant Shares represented thereby (and 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 Company are closed, such Person Shares shall be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date on or dates upon which the stock transfer books Warrants are open (whether before or after exercised. In the end event of any exercise of the Exercise Period)rights represented by the Warrants, certificates for the Warrant Shares so purchased shall be delivered to the Warrant Holder as soon as practical and in any event within ten (10) business days after receipt of such notice and, unless the Warrants have been fully exercised or expired, new Warrants representing the remaining portion of the Warrants and the underlying Warrant Shares, if any, with respect to which this Warrant Agreement shall not then have been exercised shall also be issued to the Warrant Holder as soon as possible and in any event within such ten (10) day period.

Exercise. This The purchase rights represented by this Warrant may be exercised are exercisable by the Warrantholder, in whole or in part part, at any time, or from time to time during the Exercise Periodperiod set forth in Section 1 above, by delivery of the following to tendering the Company at its address set forth above (or at such other address as it may designate by principal office a notice in writing to the Holder): (a) an executed Notice of Exercise exercise in the form attached hereto as Annex Exhibit A hereto; (b) the "Notice of Exercise"), duly completed and executed. Upon receipt of the Notice of Exercise and the payment of the Exercise Price (i) in cash or immediately available fundsaccordance with the terms set forth below, (ii) by cancellation of indebtedness, or (iii) pursuant the Company shall issue to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, Warrantholder 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by shares of Stock of the Company purchased and delivered shall execute the Notice of Exercise indicating the number of shares of Stock which remain subject to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrantfuture purchases, if any. The Person person or persons in whose name name(s) any certificate or certificates for the Exercise Shares are to certificate(s) representing shares of Stock shall be issued upon exercise of this Warrant shall be deemed to have become the holder holder(s) of record of the Shares represented thereby (and 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 Company are closed, such Person shall be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date on or dates upon which this Warrant is exercised. In the stock transfer books are open (whether before or after the end event of any exercise of the Exercise Period)rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the Warrantholder or its designee as soon as practical and in any event within thirty (30) days after receipt of such notice and, unless this Warrant has been fully exercised or expired, a new Warrant representing the remaining portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Warrantholder as soon as possible and in any event within such thirty (30) day period.

Exercise. This The purchase rights represented by this Warrant may be exercised by the Warrantholder or its duly authorized attorney or representative, in whole or in part (but not as to less than 1,000 shares at any one time (unless there are less than 1,000 shares represented by this Warrant at the time of exercise, in which case the Warrant shall be exercisable for the entire remaining shares, and not as to any fractional share of Common Stock), at any time and from time to time during the Exercise Periodperiod commencing on the date of this Warrant (the "Commencement Date") and expiring at 5:00 p.m., by delivery local Arizona time, on the later of (i) one year after the Gxxxxx Guaranty expires or is otherwise cancelled or (ii) five years from the date hereof (the "Expiration Date'), upon presentation of this Warrant at the principal office of the following Company, with the purchase form attached hereto duly completed and signed, and upon payment to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation certified check or bank draft of indebtedness, or (iii) pursuant an amount equal to Section 2.2 hereof; and (c) this Warrant. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed shares being so purchased multiplied by the Warrant Price; provided, however, that the Company and delivered shall provide Gxxxxx written notice at least 30 days prior to the Holder or such other Person at Expiration Date of Gxxxxx'x rights to exercise said Warrant, said notice being a condition precedent to the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warranttermination of said rights. The Person in whose name any certificate or certificates for Company agrees that the Exercise Shares are to be issued upon exercise of this Warrant shall Warrantholder will be deemed to have become the holder of record owner of such shares on the date on which this Warrant was surrendered and payment as 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 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 (whether before or Warrant shall have been presented and payment shall have been made for such shares as aforesaid. Certificates for the shares of Common Stock so purchased shall be delivered to the Warrantholder within a reasonable time, not exceeding 20 days, after the end exercise in full of the Exercise Period)rights represented by this Warrant.

Exercise. This Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised at a price (the "Exercise Price") of $1.00 per share, in whole or in part part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on June 30, 2002, unless extended by the Company's Board of Directors (the "Exercise Period"), at any time during such period that the Exercise Period, by delivery Company's Registration Statement with respect to the Warrant Shares is effective and current. The Company shall promptly notify the Warrant Agent of the following to the Company at its address set forth above (or at effectiveness of such other address as it may designate by notice in writing to the Holder): (a) an executed Notice Registration Statement, any suspension of Exercise in the form attached as Annex A hereto; (b) payment effectiveness and of any such extension of the Exercise Price Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (ithe "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, (the "Corporate Office") or such other place as designated by the Company, in cash or immediately available fundsby official bank or certified check, (ii) by cancellation of indebtednessan amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the exercising Registered Holder or (iii) pursuant to Section 2.2 hereof; and (c) this Warranthold the same until all such conditions have been satisfied. Upon The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of this Warrantany Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Shares so purchasedPrice to be promptly made to the order of the Company. Upon the exercise of any Warrant, registered the Warrant Agent shall promptly deposit the payment into a segregated account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the name of escrow account will be disbursed on a weekly basis to the Holder or such other Person as may be designated Company once they have been determined by the Holder (Warrant Agent to be collected funds. Once the extent such transfer is not validly restricted and upon payment of any transfer taxes that funds are required determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Holder pursuant hereto)Company. These expenses, shall be issued and delivered by the Company including delivery of exercised share certificates to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercisedshareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. If this Warrant shall not have been exercised in full, a new Warrant exercisable for A detailed accounting statement relating to the number of Exercise Shares remaining shall shares exercised and the net amount of exercised funds remitted will be executed given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the exercise periods. A complete accounting will be made by the Company and delivered Warrant Agent to the Holder or such other Person Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end completion of the Exercise Period). The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.

Exercise. This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part at any time during the Exercise Periodpart, by upon delivery of the following written notice of intent to exercise to the Company in the manner at its the address of the Company set forth above (or at such other address as it may designate by notice in writing Section 16 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): , (a) an executed Notice of Exercise in the form attached as Annex A hereto; by certified or bank check, (b) payment by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) by the surrender of a portion of this WarrantWarrant where the Shares subject to the portion of this Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. In the absence of an established public market for the Common Stock, fair market value shall be established by the Company’s board of directors in a commercially reasonable manner. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within 15 days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after Holder. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Warrant.

Exercise. (a) This Warrant may be exercised in whole by the Registered Holder by surrendering this Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or in part by the Registered Holder’s duly authorized attorney, at any time during the Exercise Period, by delivery principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate by notice in writing to the Registered Holder): , accompanied by either (ai) an executed Notice cash or certified cashier’s check payable to the Company (or wire transfer of immediately available funds), in lawful money of the United States, of the Exercise Price payable in respect of the form attached number of Warrant Shares purchased upon such exercise (the “Aggregate Exercise Price”), or (ii) a written notice to the Company that the Registered Holder is exercising this Warrant on a “cashless” exercise basis by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant which when multiplied by the Fair Market Value (as Annex A hereto;defined in Article 3 hereof) of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was and the completed purchase form shall have been 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 to the Company are closedas provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) Within ten (10) days after the date of exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of the Registered Holder and the Company shall not be required to issue or deliver certificates until the person or person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such tax has been paid. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. (d) The Company shall assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a registered public offering, a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such shares at transaction or event in which case such exercise shall not be deemed effective until the close consummation of business on the next succeeding date on which the stock transfer books are open (whether before such transaction or after the end of the Exercise Period)event.

Exercise. This Warrant (1) Warrants in denominations of one or whole number multiples thereof may be exercised in whole or in part commencing at any time during on or after the Initial Warrant Exercise PeriodDate, by delivery of but not after the following Warrant Expiration Date, upon the terms and subject to the Company at its address conditions set forth above herein (or at such other address as it may designate by notice including the provisions set forth in writing to the Holder): (aSection 5 hereof) an executed Notice of Exercise and in the form attached as Annex applicable Warrant Certificate. A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 Company are closed, such Person shall be deemed been exercised immediately prior to have become the holder of such shares at the close of business on the next succeeding date Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Company. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If more than one Warrant Certificate shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the stock transfer books are open (whether before basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the end Exercise Date and in any event with ten business days after such date, the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Exercise Period)Company shall deliver the same to the person or persons entitled thereto. (b) The Company shall be not obligated to issue any fractional share interests or fractional Warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the next full share or Warrant, as the case may be, any fraction less than one-half shall be eliminated.

Exercise. This (a) Each Warrant may be exercised in whole or in part by the Registered Holder thereof at any time during on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Period, by delivery Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice holder of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon those securities upon the exercise of this Warrantthe Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the Exercise Shares so purchased, registered in the name securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Holder or such other Person as may be designated by the Holder (Registered Holder), unless prior to the extent date of issuance of such transfer is not validly restricted and upon certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrants. Upon the exercise of any transfer taxes that are required Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to be paid by the Holder pursuant heretoCompany or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), shall be issued and delivered by above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company to determined by dividing (A) the Holder aggregate Fair Value of such shares or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued securities otherwise issuable upon exercise of this Warrant shall be deemed to have become minus the holder of record aggregate Exercise Price of such shares on by (B) the date on which this Warrant was surrendered and payment Fair Value of the Exercise Price was made, irrespective of the date of delivery of one such certificate or certificates, 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 (whether before or after the end of the Exercise Period)share.

Exercise. This Warrant may be exercised exercised, in whole or in part part, at any time and from time to time during the Exercise Period, . Such exercise shall be accomplished by delivery of the following tender to the Company at its address set forth above (or at such other address as it may designate by notice in writing of an amount equal to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price multiplied by the number of underlying shares being purchased (the “Purchase Price”), either (i) in cash cash, by wire transfer or immediately available fundsby certified check or bank cashier’s check, payable to the order of the Company, or (ii) by cancellation a “Cashless Exercise” as set forth in Section 2(b), together with presentation and surrender to the Company of indebtedness, or this Warrant with an executed subscription agreement in substantially the form attached hereto as Exhibit A (iii) pursuant to Section 2.2 hereof; and (c) this Warrantthe “Subscription”). Upon receipt of the exercise of this Warrantforegoing, the Company will deliver to the Holder, as promptly as possible, a certificate or certificates for representing the Exercise Shares shares of Common Stock so purchased, registered in the name of the Holder or such other Person the Holder’s transferee (as may be designated by the Holder (permitted under Section 3 below). With respect to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall Warrant, the Holder will for all purposes be deemed to have become the holder of record of such the number of shares of Common Stock purchased hereunder on the date on which this Warrant was surrendered the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Price was madeDate”), irrespective of the date of delivery of the certificate evidencing such certificate or certificatesshares of the Common Stock, except that, if the date of such surrender and payment receipt is a date when on which the stock transfer books of the Company are closed, such Person shall person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after open. Fractional shares of Common Stock will not be issued upon the end exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Period)Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”) to the Holder covering the aggregate number of shares of Common Stock as to which this Warrant remains exercisable.

Exercise. This Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise A 2002-A WARRANT shall be exercisable only by the registered HOLDER surrendering it, together with the subscription form set forth in the form attached 2002-A WARRANT duly executed, accompanied by payment, in full, in lawful money of the United States, of the Warrant Exercise Price for each full Share as Annex to which the 2002-A hereto;WARRANT is exercised, to the Warrant Agent. The Company shall act as its own Warrant Agent, and can be reached by phone at (000) 000-0000 or by mail at 000 Xxx Xxxx, Houston, Texas, 77076. The COMPANY shall give notice to the registered HOLDERS of 2002-A WARRANTS of any change in the address of, or in the designation of, its Warrant Agent. (b) payment A 2002-A WARRANT may be exercised wholly or in part. If a 2002-A WARRANT is only exercised in part, a new WARRANT for the number of Shares as to which the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant 2002-A WARRANT shall not have been exercised shall be issued to Section 2.2 hereof; andthe registered HOLDER. (c) this Warrant. Upon As soon as practicable after the exercise of this Warrantany 2002-A WARRANT, the COMPANY shall issue to or upon the order of the registered HOLDER a certificate or certificates for the Exercise number of full Shares so purchasedwhich he is entitled, registered in the such name of the Holder or such other Person names as may be designated directed by him. (d) All Shares issued upon exercise of a 2002-A WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the Holder (to issue thereof and all costs of issuance. However, the extent such transfer is registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not validly restricted and upon payment of any transfer taxes that are be required to be paid by issue or deliver any stock certificate in such case until the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant tax shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person paid. (e) Each person in whose name any such certificate or certificates for the Exercise Shares are to be is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant the 2002-A WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate or certificatescertificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company COMPANY are closed, the person or persons entitled to receive Shares upon such Person exercise shall be deemed to have become considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before and shall be entitled to receive only dividends or distributions which are payable to holders of record after the end of the Exercise Period)that date.

Exercise. This Warrant may be exercised in whole by the Holder hereof (but only on the conditions hereinafter set forth) as to all or in part at any time during increment or increments of One Hundred (100) Shares (or the Exercise Periodbalance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: 00000 Xxxxxxxx Xxxxxxx Xxxxxx, Xxxxx 0, Xxxxx Xxxxxx Xxxxx, Xxxxxxx 00000 or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundsbank check, (ii) by cancellation the surrender of indebtedness, the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) pursuant by the surrender of a portion of this Warrant where the Shares subject to Section 2.2 hereof; and the portion of this Warrant that is surrendered have a fair market value (cas mutually agreed upon by the parties hereto) this Warrantequal to the aggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after Holder. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Warrant.

Exercise. This Warrant may be exercised in whole or in part at any time during or from time to time from and after the Exercise PeriodVesting Date and before 5:00 P.M., Eastern Time, on the Termination Date on any business day, for the full number of shares of Common Stock called for hereby, by delivery surrendering it at the principal office of the following Company, at 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxxxxxxx, Xxxxxxxx 00000, with the subscription form duly executed, together with payment in an amount equal to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice the number of Exercise in shares of Common Stock called for on the form attached as Annex A hereto; face of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of this amount may be made (1) by payment of the Exercise Price (i) in cash or immediately available fundsby corporate check, (ii) by cancellation payable to the order of indebtednessthe Company, or (iii2) pursuant by the Company not issuing that number of shares of Common Stock subject to Section 2.2 hereof; and this Warrant having a Fair Market Value (cas hereinafter defined) this Warranton the date of exercise equal to such sum, as Holder may determine. Upon 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 WarrantWarrant 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. 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 Exercise Shares so purchasednumber of full shares of Common Stock issuable upon such exercise, registered together with cash, in the name lieu of any fraction of a share, equal to such fraction of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares then Fair Market Value on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective exercise of the date one full share 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 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 (whether before or after the end of the Exercise Period)Common Stock.

Exercise. This The purchase rights represented by this Warrant may be exercised are exercisable by the Warrantholder, in whole or in part part, at any time, or from time to time during the Exercise Periodperiod set forth in Section 1 above, by delivery of the following to tendering the Company at its address set forth above (or at such other address as it may designate by principal office a notice in writing to the Holder): (a) an executed Notice of Exercise exercise in the form attached hereto as Annex Exhibit A hereto; (b) the "Notice of Exercise"), duly completed and executed. Upon receipt of the Notice of Exercise and the payment of the Exercise Price (i) in cash or immediately available fundsaccordance with the terms set forth below, (ii) by cancellation of indebtedness, or (iii) pursuant the Company will issue to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, Warrantholder 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by shares of Stock of the Company purchased and delivered will execute the Notice of Exercise indicating the number of shares of Stock which remain subject to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrantfuture purchases, if any. The Person person or persons in whose name name(s) any certificate or certificates for the Exercise Shares are to certificate(s) representing shares of Stock will be issued upon exercise of this Warrant shall will be deemed to have become the holder of record of holder(s) of, the Shares represented thereby (and 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 Company are closed, such Person shall will be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date on or dates upon which this Warrant is exercised. In the stock transfer books are open (whether before or after the end event of any exercise of the Exercise Period)rights represented by this Warrant, certificates for the Shares so purchased will be delivered to the Warrantholder or its designee as soon as practical and in any event within thirty (30) days after receipt of such notice and, unless this Warrant has been fully exercised or expired, a new Warrant representing the remaining portion of the Shares, if any, with respect to which this Warrant will not then have been exercised will also be issued to the Warrantholder as soon as possible and in any event within such thirty (30) day period.

Exercise. This The rights represented by this Warrant may be exercised by the registered holder hereof, in whole or in part at any time during the Exercise Period(but not as to a fractional share of Common Stock), by delivery the surrender of this Warrant at the principal office of the following Company, on the intended date of the exercise, together with a duly completed form of exercise and a check for the purchase price for the number of Shares being purchased. As a condition to the issuance by the Company at its address set forth above (or at such other address as it may designate of the Shares pursuant to this Warrant, the holder, if requested by notice the Company, shall provide a letter in writing to which the Holder): holder (a) an executed Notice represents that the Shares are being acquired for investment and not resale and makes such other representations as may be necessary or appropriate to qualify the issuance of Exercise in the form attached Shares as Annex A hereto; exempt from the Securities Act of 1933 and any other applicable securities laws, and (b) payment represents that the holder shall not dispose of the Exercise Price (i) Shares in cash violation of the Securities Act of 1933 or immediately available funds, (ii) by cancellation of indebtedness, or (iii) any other applicable securities laws. The Company reserves the right to place a legend on all stock certificates issued pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant to assure compliance with the foregoing. [Subsequent Warrant] The holder is aware that the Company is relying, a certificate or certificates for and presently intends to continue relying, upon exemptions from the Exercise Shares so purchased, registered securities registration requirements of federal and state securities laws in the name issuance of this Warrant and in the issuance of the Holder or Shares. If, when this Warrant is exercised, appropriate exemptions from registration are not available under federal and state securities laws, the exercise shall not be consummated on the intended date of exercise specified in the holder's written notice of exercise and no Shares shall be issued to the holder unless and until such other Person exemptions are available. The holder agrees to execute such documents and make such representations, warranties and agreements as may be designated by required in order to comply with the Holder (to the extent such transfer is not validly restricted and exemption(s) relied upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number issuance of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Shares.

Exercise. This Warrant (a) Warrants in denominations of one or whole number multiples thereof may be exercised in whole or in part by the Registered Holder thereof commencing at any time during on or after the Initial Warrant Exercise PeriodDate, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by delivery their holders or redeemed by the Company as follows: Exercise of Warrants shall be accomplished upon surrender of the following Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Company Warrant Agent at its address set forth above (or at such other address as it may designate by notice in writing business office, together with payment to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment Warrant Agent of the Exercise Price (ias of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in cash or immediately available respect of such exercise. Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, (ii) or by cancellation certified or bank cashier's check, payable in lawful money of indebtednessthe United States of America to the order of the Warrant Agent, who shall in turn make prompt payment to the Company. No adjustment shall be made for any cash dividends, whether paid or (iii) pursuant to Section 2.2 hereof; and (c) this declared, on any securities issuable upon exercise of a Warrant. Upon A Warrant shall be deemed to have been exercised immediately prior to the exercise close of this Warrant, a certificate or certificates for business on the Exercise Shares so purchasedDate and upon exercise thereof, registered in the name person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the Holder or such securities issued thereby as of the close of business on the Exercise Date. If Warrants in denominations other Person as may than whole number multiples thereof shall be designated exercised at one time by the Holder (to same Registered Holder, the extent such transfer is not validly restricted and upon payment number of any transfer taxes that are required to be paid by the Holder pursuant hereto), full shares of Common Stock which shall be issued and delivered by issuable upon exercise thereof shall be computed on the Company to basis of the Holder or aggregate number of full shares of Common Stock issuable upon such other Person as exercise. As soon as practicable (on or after the Exercise Date and in any event within five Business Days) business days after this Warrant shall have been exercised. If this Warrant shall not such date, if one or more Warrants have been exercised in fullthe manner described in this subsection (a), a new the Warrant exercisable for the number Agent on behalf of Exercise Shares remaining shall be executed by the Company and delivered shall cause to be issued to the Holder person or such other Person at persons entitled to receive the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause payment in cash or by check made payable to the order of the Company, equal to the Exercise Shares are Price of such Warrants, to be issued deposited promptly in the Company's bank account or paid directly to the Company, as specified by the Company. (a) The Company shall engage the Representatives as Warrant solicitation agents, and, at any time upon the valid exercise of this Warrant shall be deemed to have become the holder of record of such shares on any Warrants after one year from the date hereof, excluding any Warrant (i) exercise at a time when the Exercise Price exceeds the Market Price, (ii) held in a discretionary account or (iii) exercised in an unsolicited transaction, the Company shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representatives of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Price, but in no event later than five business days after the last day of the calendar week in which this Warrant was surrendered and payment such funds were tendered), remit to the Representatives an amount equal to five percent (5%) of the Exercise Price was made, irrespective of such Warrants then being exercised unless the Representatives shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the date General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of delivery the Nasdaq or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representatives' Warrants in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. Notwithstanding the foregoing, the Representatives shall be entitled to receive the commission contemplated by this Section 4(b) as Warrant solicitation agent only if: (i) the Representatives have provided actual services in connection with the solicitation of the exercise of a Warrant by a Registered Holder and (ii) the Registered Holder exercising a Warrant affirmatively designates in writing on the exercise form on the reverse side of the Warrant Certificate that the exercise of such certificate Registered Holder's Warrant was solicited by the Representatives. (a) The Company shall not be required to issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or certificatesmore whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share would, except thatfor the provisions provided herein, if be issuable on the date exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such surrender and payment fraction multiplied by the then current Market Price of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a date when national securities exchange, or is traded on Nasdaq, the stock transfer books current market value of a share of Common Stock shall be the closing sale price of the Company are closed, such Person shall be deemed to have become the holder of such shares Common Stock at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges or Nasdaq which had the highest average daily trading volume for the Common Stock on such day; or (1) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (1) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. This The rights represented by this Warrant may be exercised in whole or in part at any time time, subject to the terms of Section 2 and as further specified herein, during the Exercise Period, so long as the Exercise Shares for which this Warrant is being exercised are then vested and exercisable hereunder in accordance with Section 3.1, by delivery by the Holder of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an An executed Notice of Exercise in the form attached hereto as Annex A heretoExhibit A; (b) payment Payment of the Exercise Price (i) either in cash or by wire transfer of immediately available funds; provided, (ii) by cancellation however, that, for so long as the R&D Agreement is in effect, the Holder may, at its option in writing in the Notice of indebtednessExercise, or (iii) pursuant elect to Section 2.2 hereofoffset the Exercise Price against any amounts then owed to the Holder from the Company; and (c) This Warrant. For the avoidance of doubt, this WarrantWarrant may not be exercised for any Exercise Shares that have not vested in accordance with Section 3.1. Upon the exercise of the rights represented by this Warrant, a certificate or certificates book-entry statement for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by persons affiliated with the Holder, if the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto)so designates, shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) a reasonable time after the rights represented by this Warrant shall have been so exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person person in whose name any certificate or certificates book-entry statements for the Exercise Shares are to be issued delivered upon exercise of this Warrant shall be deemed to have become the holder of record of such shares of Common Stock purchased 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 certificatesbook-entry statement, 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 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 (whether before or after the end of the Exercise Period)open.

Exercise. This Warrant may be exercised exercised, in whole or in part part, at any time and from time to time during the Exercise Period, . Such exercise shall be accomplished by delivery of the following tender to the Company at its address set forth above (or at such other address as it may designate by notice in writing of an amount equal to the Holder): Exercise Price multiplied by the number of underlying shares being purchased (the “Purchase Price”), either (a) in cash, by wire transfer or by certified check or bank cashier’s check, payable to the order of the Company, or (b) by surrendering such number of shares of Common Stock received upon exercise of this Warrant with an aggregate Fair Market Value (as defined below) equal to the Purchase Price (as described in the following paragraph, a “Cashless Exercise”), together with presentation and surrender to the Company of this Warrant with an executed Notice of Exercise subscription agreement in substantially the form attached hereto as Annex Exhibit A hereto; (b) payment the “Subscription”). Upon receipt of the Exercise Price (i) in cash or immediately available fundsforegoing, (ii) by cancellation of indebtednessthe Company will deliver to the Holders, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrantas promptly as possible, a certificate or certificates for representing the Exercise Shares shares of Common Stock so purchased, registered in the name of the Holder Holders or such other Person its transferee (as may be designated by the Holder (permitted under Section 3 below). With respect to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall Warrant, the Holders will for all purposes be deemed to have become the holder of record of such the number of shares of Common Stock purchased hereunder on the date on which this Warrant was surrendered the Subscription has been properly executed and delivered to the Company and payment of the Purchase Price has been received by the Company (the “Exercise Price was madeDate”), irrespective of the date of delivery of the certificate evidencing such certificate or certificatesshares of the Common Stock, except that, if the date of such surrender and payment receipt is a date when on which the stock transfer books of the Company are closed, such Person shall person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open open. Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holders will be entitled to receive cash equal to the current Fair Market Value (whether before or after as defined below) of such fraction of a share of Common Stock on the end of trading day immediately preceding the Exercise Period)Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to the Holders covering the aggregate number of shares of Common Stock as to which this Warrant remains exercisable for.

Exercise. This (a) Each Warrant may be exercised in whole or in part by the Registered Holder thereof at any time during on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Period, by delivery Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the following to close of business on the Company at its address set forth above (Exercise Date. As soon as practicable on or at such other address as it may designate by notice after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Purchase Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon such Warrants, cause to be issued and delivered by the exercise of this WarrantTransfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the Exercise Shares so purchasedsecurities deliverable upon such exercise, registered (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, in the name case of payment made in the Holder form of a check drawn on an account of Xxxxx or such other Person investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may direct in writing. (b) If on the Exercise Date in respect of the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be designated by in effect as of such time of exercise) promulgated under the Holder (to Securities Exchange Act of 1934, then the extent such transfer is not validly restricted and upon payment Warrant Agent, simultaneously with the receipt of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to Xxxxx (of which a portion may be reallowed to the dealer who solicited the exercise). Within five days after exercise the Warrant Agent shall send Xxxxx a copy of the reverse side of each Warrant exercised. Xxxxx shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, Xxxxx may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Xxxxx. Market price shall be deemed to have become determined in accordance with the holder provisions 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 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 (whether before or after the end of the Exercise Period)Section 10.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, along with the purchase form appended hereto as EXHIBIT A duly executed and completed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate by notice in writing to the Registered Holder): , accompanied by either cash or certified cashier's check payable to the Company (a) an executed Notice or wire transfer of immediately available funds), in lawful money of the United States, of the Exercise Price payable in respect of the form attached as Annex A hereto;number of Warrant Shares purchased upon such exercise (the "AGGREGATE EXERCISE PRICE"). (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been 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 to the Company are closedas provided in subsection 1(a) above (the "EXERCISE DATE"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such shares certificates. (c) Within fifteen (15) days after the date of exercise of this Warrant, the Company, at its expense, will cause to be issued in the close name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of business on any applicable transfer taxes) may direct: (i) a certificate or certificates for the next succeeding date on number of full Warrant Shares to which the stock Registered Holder shall be entitled upon such exercise; and (ii) a new Warrant representing the shares with respect to which this Warrant shall not have been exercised (unless this Warrant has been fully exercised or has expired); PROVIDED, HOWEVER, that the Company shall not be required to pay any tax that may be payable in respect of any transfer books are open (whether before or after involving the end issuance and delivery of any such certificate upon exercise in a name other than that of the Exercise PeriodRegistered Holder and the Company shall not be required to issue or deliver certificates until the person or person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such tax has been paid. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any AD VALOREM property or intangible tax assessed against the Registered Holder. (d) Notwithstanding any other provision of this Warrant, the right to exercise this Warrant shall terminate prior to July 2, 2009, upon the sale of all or substantially all of the capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise in which the Registered Holder would be entitled to cash or securities traded on a national security exchange, the Nasdaq Stock Market, or an over-the-counter market in exchange for the Warrant Shares (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Common Stock immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction).

Exercise. This Warrant may be exercised in whole by the Holder hereof (but only on the conditions hereafter set forth) as to all or in part at any time during increment or increments of ten (10) Shares (or the Exercise Periodbalance of the Shares if less than that number), by upon delivery of written notice of intent to exercise to the Company’s transfer agent, Mountain Share Transfer at the following address: 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx # 000, Xxxxxxx, XX. 30339, Attention: President, or any other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the aggregate Exercise Price (i) in cash of the Shares so purchased. The Exercise Price shall be payable by certified or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrantbank check. Upon the exercise of this Warrant, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after Holder. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Warrant.

Exercise. This Warrant (a) Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” The Option shall in all events terminate at the close of business on the tenth (10) anniversary of the date of this Agreement (the “Expiration Date”). Subject to other terms and conditions set forth herein, the Option may be exercised in whole cumulative installments in accordance with the vesting schedule set forth in the Notice of Grant, provided, that you remain in the employ of or a service provider to the Company or its Subsidiaries until the applicable dates set forth therein. (b) Subject to the relevant provisions and limitations contained herein and in part the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time during prior to the Exercise Period, by delivery termination of the following Option pursuant to this Option Agreement. No less than 100 Vested Shares may be purchased at any one time unless the number purchased is the total number of Vested Shares at that time purchasable under the Option. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. (c) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its address set forth above principal place of business. Exercise of the Option shall be made by delivery to the Company by you (or at such other address person entitled to exercise the Option as it may designate by notice in writing to the Holder): provided hereunder) of (ai) an executed “Notice of Exercise in the form attached as Annex A hereto; Stock Option Exercise,” and (bii) payment of the aggregate purchase price for shares purchased pursuant to the exercise. (d) Payment of the Exercise Price may be made, at your election, with the approval of the Company, (i) in cash cash, by certified or official bank check or by wire transfer of immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. 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 (delivery to the extent such transfer is not validly restricted and upon payment Company of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time shares of Stock having a Fair Market Value as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 exercise equal to the Exercise Price, (iii) by the delivery of such certificate a note, or certificates(iv) by net issue exercise, except thatpursuant to which the Company will issue to you a number of shares of Stock as to which the Option is exercised, if less a number of shares with a Fair Market Value as of the date of such surrender and payment is a date exercise equal to the Exercise Price. (e) If you are on leave of absence for any reason, the Company may, in its sole discretion, determine that you will be considered to still be in the employ of or providing services for the Company, provided, that rights to the Option will be limited to the extent to which those rights were earned or vested when the stock transfer books leave or absence began. (f) The terms and provisions of the employment agreement or consulting agreement, if any, between you and the Company or any Subsidiary (the “Employment Agreement”) that relate to or affect the Option are closedincorporated herein by reference. Notwithstanding the foregoing provisions of this Section 2 or Section 3, such Person in the event of any conflict or inconsistency between the terms and conditions of this Section 2 or Section 3 and the terms and conditions of the Employment Agreement, the terms and conditions of the Employment Agreement 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 (whether before or after the end of the Exercise Period)controlling.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery 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 following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing full, in lawful money of the United States, of an amount equal to the Holder): (athen applicable Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise, subject to the cashless exercise provisions set forth in Section 2.3(b) an executed Notice of Exercise in the form attached as Annex A hereto;this Warrant. (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment to the Company as provided in subsection 1(a) above, if so surrendered prior to 5:00 p.m., New York City time, or if surrendered after 5:00 p.m., New York City time, as of the Exercise Price was madenext business day. At such time, irrespective of the date of delivery of person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such certificate or certificatesexercise as provided in subsection 1(c), except thatbelow, 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 or holders of record of the Warrant Shares represented by such certificates. (c) Unless exercising this Warrant in its entirety (or the then existing remainder of this Warrant in its entirety), exercises hereunder shall be only in full share increments. Within five (5) business days after the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof (including the requirement that there be a registration statement then in effect with respect to transfers or an exemption therefrom), to such other individual or 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 Warrant Shares to which such Registered Holder shall be entitled upon such exercise (and, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof), and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares at purchased by the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Registered Holder upon such exercise as provided in subsection 1(a) above.

Exercise. (a) This Warrant may be exercised in whole by the Registered Holder by surrendering this Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or in part by the Registered Holder's duly authorized attorney, at any time during the Exercise Period, by delivery principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate by notice in writing to the Registered Holder): , accompanied by a certified or cashier's check payable to the Company (a) an executed Notice or wire transfer of immediately available funds), in lawful money of the United States, of the Exercise Price payable in respect of the form attached as Annex A hereto;number of Warrant Shares purchased upon such exercise (the "Aggregate Exercise Price"). (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been 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 to the Company are closedas provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such shares at certificates. (c) Within a reasonable amount of time after the close date of business on exercise of this Warrant, the next succeeding date on Company will cause to be issued in the name of, and delivered to, the Registered Holder, or, upon payment by such Registered Holder of any applicable transfer taxes, its designee, a certificate or certificates for the nearest whole number of Warrant Shares to which the stock Registered Holder shall be entitled upon such exercise; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer books are open (whether before or after involving the end issuance and delivery of any such certificate in a name other than that of the Exercise Period)Registered Holder and the Company shall not be required to issue or deliver certificates until the person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such tax has been paid. (d) The Company shall not be required to register, list or qualify the Warrant Shares pursuant to the Act or any applicable securities law or regulation or take any other actions so that the Warrant Shares may be offered and sold to the public.

Exercise. This Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Options shall be exercisable by Hxxxxx delivering to the Company, during the Option Period, a Notice of Option Exercise in the form as attached hereto as Annex A hereto;Exhibit 1 (the “Exercise Notice”) and complying with the remaining terms and conditions herein. (b) The Exercise Notice shall be accompanied by full payment of the exercise price by tender to the Company of an amount equal to the Exercise Price multiplied by the number of underlying shares of Common Stock being purchased (i) in cash the “Purchase Price”), by wire transfer or immediately available fundsby certified check or bank cashier’s check, (ii) by cancellation payable to the order of indebtedness, or (iii) pursuant to Section 2.2 hereof; andthe Company. (c) this Warrant. Upon the Holder’s payment for 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 Options shall be designated accompanied by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes amount that are required the Company, in its sole discretion, deems necessary to be paid by comply with any federal, state or local withholding requirements for income and employment tax purposes If the Holder pursuant hereto)fails to make such payment in a timely manner, shall be issued and delivered by the Company may: (i) decline to permit exercise of the Options or (ii) withhold and set-off against compensation and any other amounts payable to the Holder or the amount of such required payment. Such withholding may be in the shares underlying the Options at the sole discretion of the Company. (d) Upon receipt of the Purchase Price, together with written notice, and Hxxxxx’s compliance with the other Person provisions herein, the Company will record the Holder as soon as practicable (the beneficial owner of the applicable shares of Common Stock in the books and in any event within five Business Days) after this Warrant shall have been exercisedrecords of the Company. If this Warrant The shares of Common Stock shall not have been exercised in fullbe certificated. With respect to any exercise of the Options, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in will for all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall purposes be deemed to have become the holder of record of such the number of shares of Common Stock purchased hereunder on the date on which this Warrant was surrendered a properly executed notice and payment of the Purchase Price is received by the Company (the “Exercise Price was made, irrespective of the date of delivery of such certificate or certificatesDate”), except that, if the date of such surrender and payment receipt is a date when on which the stock share transfer books of the Company are closed, such Person shall Holder will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock share transfer books are open (whether before or after the end of the Exercise Period)open.

Exercise. This Prior to the Expiration Date, this Warrant may be exercised in whole by the Holder, as to all or in part at any time during less than all of the Exercise Periodshares of Common Stock covered hereby, by delivery surrender of this Warrant at the following to the Company at its address set forth above Company's principal office (for all purposes of this Warrant, 100 Xxxxxxxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxxx, 00000, XXX or at such other address as it the Company may designate advise the registered Holder hereof by notice in writing given by certified or registered mail) with the form of election to subscribe attached hereto as Exhibit A duly executed and upon tender of payment to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment Company of the Exercise Price (i) for shares so purchased in cash or immediately available by wired funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise date of such receipt by the Company (herein called the "Exercise Date"), this WarrantWarrant shall be deemed to have been exercised and the person exercising the same shall become a holder of record of shares of Common Stock (or of the other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and a certificate or certificates for the Exercise Shares such 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), purchased shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable its transferee within a reasonable time (and in any event within five Business Daysnot exceeding 10 days) after this Warrant shall have been exercised as set forth hereinabove. In the event that this Warrant is exercised in part, the Company will execute and deliver a new Warrant of like tenor exercisable for the number of shares remaining for which this Warrant may then be exercised. If this Warrant shall is not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered on or prior to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of Expiration Date, this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered void and payment all rights 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 Company are closed, such Person Holder hereunder 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 (whether before or after the end of the Exercise Period)cease.

Exercise. This Warrant (i) Subject to the provisions of Sections 5 and 9 hereof, the Warrants, as they may be adjusted as set forth herein, may be exercised at a price (the "Warrant Exercise Price") of $8.00 per share of Common Stock subject to adjustment, in whole or in part at any time during the period (the "Warrant Exercise Period") commencing November 7, by delivery 1997 (the "Initial Warrant Exercise Date"), and terminating on a date (the "Warrant Expiration Date") ending five years after the final closing of the following to Private Offering (unless extended by a majority vote of the Company at its address set forth above (or at Board of Directors for such other address length of time as it may designate by notice they, in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto;their sole discretion, deem reasonable and necessary). (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Each Warrant shall be deemed to have 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 Company are closed, such Person shall be deemed been exercised immediately prior to have become the holder of such shares at the close of business on the next succeeding date (each, an "Exercise Date") of the surrender for exercise of the Warrant certificate. The exercise form shall be executed by the Warrant Holder thereof or his attorney duly authorized in writing and shall be delivered together with payment to the Company at its corporate offices located at 00000 Xxx Xxxx Xxxxxx, Xxxxx XX0, Xxxxxx, Xxxxxxxxxx 00000 (the "Corporate Office"), or at any such other office or agency as the Company may designate, in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the Untied States of America. (c) Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on which exercise shall be treated for all purposes as the stock transfer books are open holder of such Warrant Shares as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interest in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. (whether before or d) Within three business days after the end Exercise Date and in any event prior to the Warrant Expiration Date, the Company, at its own expense, shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates in the name requested by the Registered Holder of the Exercise Period)Warrants for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. All shares of Common Stock or other securities delivered upon the exercise of the Warrants shall be validly issued, fully paid and non-assessable. (e) The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owners thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the Registered Holders thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless such holder or holders shall have exercised the Warrants prior to the record date fixed by the Board of Directors for the determination of holders of Common Stock entitled to such dividends or other rights.

Exercise. This Warrant may be exercised in whole or in part prior to its expiration -------- pursuant to Section 2.3 hereof by the holder hereof at any time during and from time to time by surrender of this Warrant, with the form of Notice of Exercise Periodor Conversion at the end hereof duly executed by such holder, by delivery of the following to the Company at its address set forth above (principal office, accompanied by payment, by certified or at such other address as it may designate by notice in writing official bank check payable to the Holder): (a) an executed Notice order of Exercise the Company or by wire transfer to its account, in the form attached as Annex A hereto; (b) payment amount obtained by multiplying the number of shares of Warrant 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 (iupon payment by such holder of any applicable transfer taxes) may request, calling in cash the aggregate on the face or immediately available funds, (ii) by cancellation faces thereof for the number of indebtedness, or (iii) pursuant shares of Warrant Stock equal to Section 2.2 hereof; and (c) the balance of the number shares then purchasable under this Warrant. Upon the any exercise of this Warrant, in whole or in part, the holder hereof may, in lieu of paying in cash the aggregate Exercise Price which otherwise would be payable with respect to the shares of Warrant Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares"), (a) in the event the holder of this Warrant is also the holder of a certificate promissory note or certificates for other debt instrument or obligation of the Company, convert a like amount of outstanding principal and/or accrued interest under such note, instrument or obligation into such number of shares of Warrant Stock, or (b) surrender this Warrant to the Company together with a notice of conversion or cashless exercise, in which event the Company shall issue to the Holder the number of shares of Warrant Stock determined as follows: X = Y (A-B)/A where: X = the number of shares of Warrant Stock to be issued to the Holder. Y = the number of shares of Warrant Stock with respect to which this Warrant is being exercised. A = the Fair Market Value (as defined below) of one share of Warrant Stock. B = the Exercise Shares so purchasedPrice. For purposes of this Section 2.1 and Section 20.5 below, registered in the name "Fair Market Value" of one share of Warrant Stock (the "Fair Market Value") at any date shall be determined as follows: (1) If shares of the Holder same class or series as the Warrant Stock are at such other Person time listed or admitted for trading on any national securities exchange or quoted on the National Quotation Market System of the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), then the Fair Market Value shall be equal to the closing market price for one such share on the trading day immediately preceding (i) the date of holder's Notice of Exercise or Conversion, or (ii) for purposes of Section 20.5 below, the date of the Company's Call Notice (as may be designated hereinafter defined) or, if the Company exercises its call right set forth in Section 20.5 following delivery by the Holder holder of a Sale Notice (as defined below), the date of such Sale Notice. As used in this subparagraph (a), "market price" for such trading day shall be the average of the closing prices on such day of such shares on all domestic primary national securities exchanges on which such shares are then listed, or, if there shall have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or if such shares shall not be so listed, the average of the representative bid and asked prices at the end of such trading day as reported by NASDAQ. (2) If shares of the same class or series as the Warrant Stock are not at such time listed or admitted for trading on any national securities exchange or quoted on NASDAQ, then the Fair Market Value of one share of Warrant Stock shall be determined by the Board of Directors of the Company in its reasonable good faith judgment; provided, that if -------- the holder advises the Company in writing that holder disagrees with such determination, then holder and the Company shall promptly select a reputable investment banking or appraisal firm to undertake a valuation of such shares. If the extent valuation of such transfer investment banking or appraisal firm is not validly restricted greater than that determined by the Board of Directors by five percent (5%) or more, then all fees and upon payment expenses of any transfer taxes that are required to such investment banking or appraisal firm shall be paid by the Holder pursuant hereto)Company. In all other circumstances, such fees and expenses shall be issued and delivered paid by the Company to the Holder holder. The determination of such investment banking or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining appraisal firm shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates conclusive for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)purposes hereof.

Exercise. (a) This Warrant may be exercised in whole by the Holder hereof (but only on the conditions hereafter set forth) as to all or in part at any time during increment or increments of one hundred (100) Shares (or the Exercise Periodbalance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: HealthGate Data Corp. 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxx, or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundsbank check, or (ii) by cancellation the surrender of indebtedness, the Note or (iii) pursuant portion thereof having an outstanding principal balance equal to Section 2.2 hereof; and (c) this Warrantthe aggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after Holder. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Warrant.

Exercise. (a) This Warrant may be exercised as to all or any lesser number of Shares covered hereby upon the surrender of this Warrant, with the Subscription Form attached hereto duly completed and executed, together with the full purchase price in whole cash, or by certified or official bank check payable in part at any time during the Exercise PeriodUnited States Funds, by delivery for each Share of the following Company as to which this Warrant is exercised, at the Company at its address set forth above (principal office of the Company, or at such other address office or agency as it the Company may designate by notice in writing to designate, on or before the Holder): expiration date of this Warrant (a) an executed Notice such surrender and payment being hereinafter called the "exercise of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant"). Upon As soon as practicable after the exercise of this Warrant, the holder hereof shall be entitled to receive a certificate or certificates for the Exercise number of Shares so purchased, registered in the name of the Holder or purchased upon such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted exercise and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number or Warrants representing any unexercised portion of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person This Warrant shall be cancelled upon such exercise. Each person in whose name any certificate or certificates for Shares is issued shall, for all purposes, be deemed to have become the Exercise holder of record of such Shares are to be issued upon at the close of business on the date of exercise of this Warrant Warrant, irrespective of the date of delivery of such certificates, except that if the transfer books of the Company are closed on such date, such person shall be deemed to have 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 Company are closed, such Person shall be deemed to have become the holder of such shares Shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after open. Nothing in this Warrant shall be construed as conferring upon the end holder hereof any rights as a shareholder of the Exercise Period)Company.

Exercise. This Pursuant to the terms and subject to the conditions hereof, this Warrant may be exercised in whole or in part by the Holder hereof (but only on the conditions hereafter set forth) at any time during after the Exercise Perioddate hereof and prior to the Expiration Date as to all or any increment or increments of one hundred (100) Shares (or the balance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: Cumberland Pharmaceuticals Inc., 2000 Xxxx Xxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx 00000, Attention: Chief Executive, or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable by a certified or bank check (i) in cash or by wire transfer of immediately available funds, (ii) by cancellation funds to an account of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrantthe Company). Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within ten (10) business days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after Holder. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person If a fractional share of Common Stock would be issuable upon exercise of the rights represented by this Warrant, the Company will, as soon as practicable after the exercise thereof, deliver to the Holder, in whose name any certificate or certificates for lieu of such fractional share, a check payable to the Holder in an amount equal to the difference between the fair market value of such fractional share as of the date of such exercise, as determined in good faith by the Company’s board of directors, and the Exercise Price of such fractional share. The Company will pay all documenting, stamp or similar taxes and other governmental charges that may be imposed with respect to the issuance of the Shares upon the exercise of the warrants, unless the Shares are to be issued delivered to a holder other than Holder, in which case such delivery will be made only upon exercise payment by the Holder of this Warrant shall be deemed to have 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 any transfer taxes or certificates, 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 (whether before or after the end of the Exercise Period)other charges incidental thereto.

Exercise. This Warrant may be exercised in whole by the Holder hereof (but only on the conditions hereinafter set forth) as to all or in part at any time during increment or increments of One Hundred (100) Shares (or the Exercise Periodbalance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: Xxx Xxxx Xxx, Xxxxxxxx, Xxxxxxx 00000 or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundsbank check, (ii) by cancellation the surrender of indebtedness, the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) pursuant by the surrender of a portion of this Warrant having a fair market value equal to Section 2.2 hereof; and (c) this Warrantthe aggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after Holder. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Warrant.

Exercise. (a) This Warrant may be exercised by the Holder hereof in whole or in part at any time during and from time to time from the date of hereof until the Expiration Date by surrender of this Warrant and the Notice of Exercise Periodattached hereto as Exhibit A, by delivery duly completed and executed on behalf of the following to Holder, at the Company at its address set forth above (principal executive office of the Company, or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): Holder hereof, together with a certified check payable to the Company for the aggregate Exercise Price of the Warrant Shares so purchased; provided, however, that this Warrant must be exercised in minimum increments of five hundred (a500) an executed Notice shares (or, if fewer, the number of Exercise in the form attached as Annex A hereto;Warrant Shares for which this Warrant is then exercisable). (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant as aforesaid, the person entitled to receive the Warrant Shares issuable upon such exercise shall be deemed to have become treated for all purposes as the holder of record of such shares on the date on which this Warrant was surrendered and payment as 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 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 of exercise. As promptly as practicable on which the stock transfer books are open (whether before or after such date, and in any event within ten (10) days thereafter, the end Company shall execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Warrant Shares for which this Warrant is being exercised, in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to fewer than all of the Warrant Shares, the Company, at its expense, will issue to the Holder a new Warrant covering the number of Warrant Shares with respect to which this Warrant shall not have been exercised, which new Warrant shall be identical to this Warrant except for the number of shares. If, upon exercise of this Warrant, the Holder would be entitled to acquire a fractional share of the Company's Common Stock, such fractional share shall be disregarded, and the number of shares subject to this Warrant shall be rounded down to the next lower number of shares, and the Holder shall be entitled to receive from the Company a cash payment equal to the product of the per share Exercise Period)Price multiplied by such fraction. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Warrant Shares upon exercise of this Warrant.

Exercise. This Warrant may be exercised as to all or any lesser number of full shares of Common Stock covered hereby upon surrender of this Warrant, with the Subscription Form attached hereto duly executed, together with the full Exercise Price in whole cash, or by certified or official bank check payable in part New York Clearing House Funds or wire transfer payable in immediately available federal funds for each share of Common Stock as to which this Warrant is exercised, at any time during the Exercise Period, by delivery office of the following to the Company at its address set forth above (Company, AER Energy Resources, Inc., 0000 Xxxxxxxxx Xxxxxxx, Xxxxx X, Xxxxxx, XX 00000, or at such other address office or agency as it the Company may designate by notice in writing to (such surrender and payment hereinafter called the Holder): (a) an executed Notice of "Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant"). The "Date of Exercise" of the Warrant shall be defined as the date that the original Warrant and Subscription Form are received by the Company. This Warrant shall be canceled upon its Exercise, and, as soon as practicable thereafter, the Holder hereof shall be entitled to receive a certificate or certificates for the number of shares of Common Stock purchased upon such 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be Warrants (containing terms identical to this Warrant) representing any unexercised portion of this Warrant. The Person Each person in whose name any certificate or certificates for the Exercise Shares are to be shares of Common Stock is issued upon exercise of this Warrant shall shall, for all purposes, be deemed to have become the holder Holder of record of such shares on the date on which Date of Exercise of this Warrant was surrendered and payment of the Exercise Price was madeWarrant, irrespective of the date of delivery of such certificate or certificates, except that, if certificate. Nothing in this Warrant shall be construed as conferring upon the date of such surrender and payment is Holder hereof any rights as a date when the stock transfer books shareholder 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 (whether before or after the end of the Exercise Period)Company. 2.

Exercise. This The purchase rights represented by this Warrant may be exercised are exercisable by the Warrantholder, in whole or in part part, at any time, or from time to time during the Exercise Periodperiod set forth in Section 1 above, by delivery of the following to tendering the Company at its address set forth above (or at such other address as it may designate by principal office a notice in writing to the Holder): (a) an executed Notice of Exercise exercise in the form attached hereto as Annex Exhibit A hereto; (b) the "Notice of Exercise"), duly completed and executed. Upon receipt of the Notice of Exercise and the payment of the Exercise Price (i) in cash or immediately available fundsaccordance with the terms set forth below, (ii) by cancellation of indebtedness, or (iii) pursuant the Company will issue to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, Warrantholder 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by shares of Stock of the Company purchased and delivered will execute the Notice of Exercise indicating the number of shares of Stock which remain subject to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrantfuture purchases, if any. The Person person or persons in whose name name(s) any certificate or certificates for the Exercise Shares are to certificate(s) representing shares of Stock will be issued upon exercise of this Warrant shall will be deemed to have become the holder holder(s) of record of the Shares represented thereby (and 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 Company are closed, such Person shall will be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date on or dates upon which this Warrant is exercised. In the stock transfer books are open (whether before or after the end event of any exercise of the Exercise Period)rights represented by this Warrant, certificates for the Shares so purchased will be delivered to the 2 Warrantholder or its designee as soon as practical and in any event within thirty (30) days after receipt of such notice and, unless this Warrant has been fully exercised or expired, a new Warrant representing the remaining portion of the Shares, if any, with respect to which this Warrant will not then have been exercised will also be issued to the Warrantholder as soon as possible and in any event within such thirty (30) day period.

Exercise. (a) This Warrant may be exercised in whole or in part at any time during by presentation of this Warrant with the Exercise PeriodPurchase Form as attached hereto duly completed and executed, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) together with payment of the Exercise Warrant Price (i) at the principal office of the Company. Payment of the Warrant Price may be made in cash cash, by wire transfer, by check or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to the provisions of Section 2.2 hereof; and (c2(b) this Warrantbelow. Upon surrender of the exercise Warrant and payment of this Warrantsuch Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate a certificate or certificates for the Exercise number of full Shares so purchased, registered in purchased upon the name exercise of the Holder or such other Person Warrant, together with Fractional Warrants, as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment provided in Section 7 hereof, in respect of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or fractional Shares otherwise issuable upon such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercisedsurrender. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the Such certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical deemed to this Warrant. The Person in whose name have been issued and any certificate or certificates for the Exercise Shares are person so designated to be issued upon exercise of this Warrant named therein shall be deemed to have become the a holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective Shares as of the date of delivery the surrender of such certificate the Warrant and the payment of the Warrant Price, as aforesaid, notwithstanding that the certificates representing the Shares shall not actually have been delivered or certificates, except that, if the date of such surrender and payment is a date when that the stock transfer books of the Company are shall then be closed. In the event that the Warrant is exercised in respect of less than all of the Shares specified herein at any time prior to the Termination Date, a new Warrant evidencing the remaining Shares will be issued by the Company. The Company shall pay any and all transfer taxes or similar charges, which may become due upon exercise of the Warrant. (b) Notwithstanding any provisions herein to the contrary, so long as and to the extent that this Warrant may be exercised, in lieu of exercising the Warrant for cash, the holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being exercised). The holder may make the election described in this Section 2(b) by surrendering this Warrant, delivering a notice of election under this provision and providing the other documents referenced in Section 2(a), following the procedures set forth in such Person section. In such event the Company shall issue (i) within thirty (30) days a new Warrant substantially in the form hereof representing the number of Shares with respect to which this Warrant shall not then have been exercised and (ii) a number of Shares computed using the following formula: Y (A-B) X = ------- A Where X = the number of Shares to be issued, Y = the portion of the Warrant being exercised, A = the fair market value of one share of Common Stock (at the date of such calculation), and B = the Warrant Price. For purposes of the above calculation, fair market value of one share of Common Stock shall be deemed to have become determined by the holder Board in good faith; provided, however, that where there exists a public market for the Company's Common Stock at the time of such shares at exercise, fair market value shall mean the close average over the preceding ten trading days (or such fewer number of business days as such public market has existed) of the average of the high and low prices on the next succeeding date over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation ("Nasdaq") system, or if the Common Stock of the Company is then traded on a national securities exchange or the Nasdaq Stock Market, the average over the preceding ten (10) trading days (or such fewer number of days as the Common Stock has been so traded) of the closing sale prices on the principal national securities exchange or the Nasdaq market on which the stock transfer books are open (whether before or after the end of the Exercise Period)it is so traded.

Exercise. This The rights represented by this Warrant may be exercised at any time within the period above specified, in whole or in part at any time during the Exercise Periodpart, by delivery (i) the written consent of the following to Majority Holders, as such term is defined in the Note Purchase Agreement which consent will not be required after the earlier of (x) the date the Majority Holders exercise any of its Warrants or (y) the expiration of the ACTV Option under Section 12 herein, (ii) the surrender of the Warrant (with the exercise form at the end hereof properly executed) at the principal executive office of the Company at its address set forth above (or at such other address office or agency of the Company as it may designate by notice in writing to the Holder): Holder at the address of the Holder appearing on the books of the Company); and (a) an executed Notice of Exercise in the form attached as Annex A hereto; (biii) payment to the Company of the Exercise Price (i) then in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable effect for the number of Exercise Shares remaining shall be executed by shares of Common Stock specified in the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrantabove-mentioned exercise form together with applicable stock transfer taxes, if any. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become been exercised, in whole or in part to the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was madeextent specified, 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 Company are closed, such Person shall be deemed immediately prior 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 Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Section 2, and the person or persons in whose name or names the certificates for Common Stock shall be issuable upon such exercise shall become the holder or holders of record of such Common Stock at that time and date. Certificates representing the Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding three (whether before or 3) business days, after the end rights represented by this Warrant shall have been so exercised. In the event that the Warrant is exercised in respect of less than all of the Exercise Period)Shares specified herein at any time prior to the Expiration Date, a new certificate evidencing the remaining portion of the Warrant will be issued by the Company.

Exercise. This The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (aA) an An executed Notice of Exercise in the form attached as Annex A hereto; (bB) payment Payment of the Exercise Price either (i) in cash or immediately available funds, by check or (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereofbelow; and (cC) this This Warrant. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name Execution and delivery of the Holder or such other Person Notice of Exercise shall have the same effect as may cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, if any. Certificates for shares purchased hereunder shall be designated transmitted by the Holder (to the extent such transfer is not validly restricted and upon payment agent of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such other Person as soon as practicable (system, and otherwise by physical delivery to the address specified by the Holder in any event the Notice of Exercise within five Business Days) after three business days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant shall have been exercisedand payment of the aggregate Exercise Price as set forth above. If this This Warrant shall not be deemed to have been exercised in full, a new Warrant exercisable for on the number of date the Exercise Shares remaining shall be executed Price is received by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this WarrantCompany. The Person person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 Company are closed, such Person 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 (whether before open. Subject to the final sentence of this paragraph and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or after inaction by the end Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Exercise Period)Shares. The Holder shall, subject to the following proviso, have the right to pursue any remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof; provided, however, that notwithstanding anything to the contrary in this Warrant or in the Settlement Agreements, if the Company is for any reason unable to deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof, the Company shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant. Except for cash in lieu of fractional shares as provided in Section 5, this Warrant may not be settled by the Company for cash to the Holder in lieu of Common Stock.

Exercise. This Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Vested Options shall be exercisable by Executive delivering to the Company, during the Option Period, a Notice of Option Exercise in the form as attached hereto as Annex Exhibit A hereto;(the "Exercise Notice") and complying with the remaining ten•ns and conditions herein. (b) The Exercise Notice shall be accompanied by full payment of the exercise price by tender to the Company of an amount equal to the Exercise Price multiplied by the number of underlying shares of Common Stock being purchased (i) in cash the "Purchase by wire transfer or immediately available fundsby certified check or bank cashier's check, (ii) by cancellation payable to the order of indebtedness, or (iii) pursuant to Section 2.2 hereof; andthe Company. (c) this Warrant. Upon the Executive's payment for 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 Vested Options shall be designated accompanied by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes amount that are required the Cotnpany, in its sole discretion, deems necessary to be paid by comply with any federal, state or local withholding requirements for income and employment tax purposes If the Holder pursuant hereto)Executive fails to make such payment in a timely manner, shall be issued and delivered by the Company may: (i) decline to permit exercise of the Vested Options or (ii) withhold and set-off against compensation and any other amounts payable to the Holder or Executive the amount of such required payment. Such withholding may be in the shares underlying the Vested Options at the sole discretion of the Company. (d) Upon receipt of the Purchase Price, together with written notice, and Executive's compliance with the other Person provisions herein, the Company will record the Executive as soon as practicable (the beneficial owner of the applicable shares of Common Stock in the books and in any event within five Business Days) after this Warrant shall have been exercisedrecords of the Company. If this Warrant The shares of Common Stock shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered certificated. With respect to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall the Vested Options, the Executive will for all purposes be deemed to have become the holder of record of such the number of shares of Common Stock purchased hereunder on the date on which this Warrant was surrendered a properly executed notice and payment of the Purchase Price is received by the Company (the "Exercise Price was made, irrespective of the date of delivery of such certificate or certificatesDate"), except that, if the date of such surrender and payment receipt is a date when on which the stock share transfer books of the Company are closed, such Person shall Executive will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock share transfer books are open (whether before or after the end of the Exercise Period)open.

Exercise. This Warrant (a) The Option shall vest and become exercisable as provided below, which shall be cumulative. To the extent that the Option has become exercisable with respect to a number of shares of Common Stock as provided below, the Option may thereafter be exercised by the Participant, in whole or in part part, at any time during or from time to time prior to the Exercise Period, by delivery expiration of the Option as provided herein and in accordance with Section 6.3(d) of the Plan, including, without limitation, the filing of such written form of exercise notice, if any, as may be required by the Committee and payment in full of the Option Price multiplied by the number of shares of Common Stock underlying the portion of the Option exercised. Upon expiration of the Option, the Option shall be canceled and no longer exercisable. The following table indicates each date upon which the Option shall be vested and Participant shall be entitled to exercise the Option with respect to the Company at its address set forth above (or at such other address as it may designate by notice in writing percentage indicated beside that date provided that the Participant has not experienced a Termination prior to the Holder): (a) an executed Notice of Exercise applicable vesting date: There shall be no proportionate or partial vesting in the form attached as Annex A hereto;periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date. (b) payment Notwithstanding the foregoing, the Participant may not exercise the Option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act, or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Exercise Price Securities Act. The exercise of the Option must also comply with other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Company determines that such exercise would not be in material compliance with such laws and regulations. In addition, the Participant may not exercise the Option if the terms of the Plan do not permit the exercise of Options at such time. (c) The provisions in the Plan regarding Detrimental Activity shall apply to the Option. In the event that the Participant engages in Detrimental Activity prior to the exercise of the Option, the Option shall terminate and expire as of the date the Participant engaged in such Detrimental Activity. As a condition of the exercise of the Option, the Participant shall be required to certify (or be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity. In the event the Participant engages in Detrimental Activity during the one year period commencing on the date the Option is exercised, the Company shall be entitled to recover from the Participant at any time within one year after such exercise, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise of the Option (whether at the time of exercise or thereafter). (d) Upon the exercise of the Option, the Participant: (i) will be deemed to acknowledge and make such representations and warranties as may be requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company shall be made in cash reliance upon the express representations and warranties of the Participant. The Participant will not sell, transfer or immediately available funds, (ii) by cancellation otherwise dispose of indebtedness, the shares of Common Stock in violation of the Plan or (iii) pursuant to Section 2.2 hereofthis Agreement; and (cii) this Warrant. Upon agrees that the exercise Participant will not dispose of the Common Stock unless and until the Participant has complied with all requirements of this Warrant, a certificate or certificates for Agreement applicable to the Exercise Shares so purchased, registered in the name disposition of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment shares of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Common Stock.

Exercise. This Warrant may be exercised in whole or in part at any time during Subject to the Exercise Periodprovisions of this Agreement, by delivery of the following upon surrender to the Company at its address set forth above (or at such other address as it may designate by notice in writing principal office of a Warrant Certificate with the Election to the Holder): (a) an executed Notice of Exercise Purchase substantially in the form attached as Annex A hereto; (bII to such Warrant Certificate duly executed, together with payment in accordance with the last sentence of this Section 4(b) payment of the applicable Exercise Price then in effect (i) in cash or immediately available fundsthe date of such surrender, (ii) by cancellation the “Exercise Date”), the Company shall issue and deliver promptly to the registered holder of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrantsuch Warrant Certificate, a certificate or certificates for the Exercise Warrant Shares so purchasedor other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the Holder written order of such registered holder, in such name or names as such other Person as registered holder may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exerciseddesignate. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the Any certificate or certificates representing the Exercise Warrant Shares purchased are delivered. Such new Warrant shall in all other respects be identical deemed to this Warrant. The Person in whose name have been issued and any certificate or certificates for the Exercise Shares are person so designated to be issued upon exercise of this Warrant named therein shall be deemed to have become the holder of record of such shares on the Warrant Shares as of the date on which this of the surrender of such Warrant was surrendered Certificate (together with such duly executed Form of Election to Purchase) and payment of the Exercise Price. Payment of the applicable Exercise Price was with respect to an exercise of Warrant pursuant to this Section 4(b) shall be made, irrespective at the holder’s option, (x) in cash or (y) without the payment of cash, by reducing the date number of delivery shares of Class C Common Stock obtainable upon the exercise of such certificate or certificatesWarrant (an exercise as provided under this clause (y), except that, a “Cashless Exercise”) so as to yield a number of shares of Class C Common Stock issued upon the exercise of such Warrant equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if the date of such surrender and Warrant being exercised had been exercised upon the full 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 (whether before or after the end of the Exercise PeriodPrice in cash and (B) a fraction, the numerator of which is the excess of the current market price per share of Common Stock on the applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price as of such Exercise Date and the denominator of which is the current market price per share of the Common Stock as of such Exercise Date (determined in accordance with Section 7(f)).

Exercise. This Warrant may be exercised in whole or in part at any time during by presentation of this Warrant with the Exercise PeriodPurchase Form as attached hereto duly completed and executed, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) together with payment of the Exercise Warrant Price (i) at the principal office of the Company. Payment of the Warrant Price may be made in cash cash, by wire transfer or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrantcheck. Upon surrender of the exercise Warrant and payment of this Warrantsuch Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate a certificate or certificates for the Exercise number of full Shares so purchased, registered in purchased upon the name exercise of the Holder or such other Person Warrant, together with Fractional Warrants, as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment provided in Section 8 hereof, in respect of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or fractional Shares otherwise issuable upon such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercisedsurrender. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the Such certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical deemed to this Warrant. The Person in whose name have been issued and any certificate or certificates for the Exercise Shares are person so designated to be issued upon exercise of this Warrant named therein shall be deemed to have become the a holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective Shares as of the date of delivery the surrender of such certificate the Warrant and the payment of the Warrant Price, as aforesaid, notwithstanding that the certificates representing the Shares shall not actually have been delivered or certificates, except that, if the date of such surrender and payment is a date when that the stock transfer books of the Company are shall then be closed, such Person . The Warrant shall be deemed to have become the holder of such shares exercisable, at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end election of the Exercise Period)Warrantholder, either in full or from time to time in part and, in the event that a certificate evidencing the Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant will be issued by the Company.

Exercise. This Warrant (a) Subject to the limitation in Section 4.2(c), the Warrants may be exercised in whole or in part at any time during or from time to time on or after the Exercise Perioddate such Warrant becomes Vested on any day that is a Business Day, by delivery for all or any part of the following number of Warrant Shares purchasable upon its exercise, in order to exercise any Warrant, in whole or in part, a Holder will deliver to the Company at the address designated by the Company pursuant to Section 12.4, (i) a written notice of such Holder's election to exercise its address set forth above Warrants, which notice will specify the number of Warrant Shares to be purchased pursuant to such exercise, (or at such other address as it may designate by notice ii) the Exercise Price, in writing an amount equal to the Holder): aggregate purchase price, for all Warrant Shares to be purchased pursuant to such exercise, in cash or other immediately available funds, and (aiii) an executed Notice of Exercise its Warrant(s). Such notice will be substantially in the form of the subscription form attached as Annex A hereto; (b) to the Warrants. In the case of payment of all or a portion of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and 4.4(b), the direction by the exercising Holder to make a Cashless Exercise (cas defined below) this Warrantshall serve as accompanying payment for that portion of the Exercise Price. Upon receipt of such subscription form, the exercise of this WarrantCompany will, as promptly as practicable, and in any event within three (3) Business Days, execute, or cause to be executed, and deliver to such Holder a certificate or certificates for representing the Exercise Shares aggregate number of Warrant Shares, as provided In this Agreement. The stock certificate or certificates so purchased, delivered will be in such denominations as may be specified in such notice and will be registered in the name of the Holder such Holder, or such other Person name of a Permitted Transferee as may designated in such notice. A Warrant will be designated by the Holder (deemed to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall will be deemed to have been issued, and such Holder or any other Person so designated or named in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall such notice will be deemed to have become the a holder of record of such shares on for all purposes, as of the date on which this Warrant was surrendered and that such notice, together with payment of the Exercise Price was madeand the Warrant(s), irrespective of is received by the date Company. If a Warrant has been exercised in part, the Company will, at the time of delivery of such certificate or certificates, except that, if deliver to such Holder a new Warrant evidencing the date rights of such surrender Holder to purchase a number of Warrant Shares with respect to which the Warrant has not been exercised, which new Warrant will, In all other respects, be identical with the Warrants, or, at the request of such Holder, appropriate notation may be made on the Warrant and payment is a date when the stock transfer books of the Company are closed, such Person Warrant shall be deemed returned to such Holder. (b) Each exercising Holder shall 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 (whether before right to pay all or after the end a portion of the Exercise PeriodPrice by making a "Cashless Exercise" pursuant to this Section 4.4(b), in which case the portion of the Exercise Price to be so paid shall be paid by reducing the number of Warrant Shares otherwise issuable pursuant to the exercise by an amount equal to (A) the aggregate Exercise Price to be so paid divided by (B) the Market Value Per Share. The number of shares of Common Stock to be issued to the exercising Holder as a result of a Cashless Exercise will therefore be as follows: (Market Value Per Share-Exercise Price per share) x Cashless Exercise Amount* Market Value Per Share The cashless Exercise Amount in the above formula is that portion of the Exercise Amount (expressed as a number of shares of Common Stock) with respect to which the Exercise Price is being paid by Cashless Exercise pursuant to this Section 4.4(b).

Exercise. This The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (aA) an An executed Notice of Exercise in the form attached as Annex A hereto; (bB) payment Payment of the Exercise Price either (i) in cash or immediately available funds, by check or (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereofbelow; andand [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (cC) this This Warrant. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name Execution and delivery of the Holder or such other Person Notice of Exercise shall have the same effect as may cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, if any. Certificates for shares purchased hereunder shall be designated transmitted by the Holder (to the extent such transfer is not validly restricted and upon payment agent of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such other Person as soon as practicable (system, and otherwise by physical delivery to the address specified by the Holder in any event the Notice of Exercise within five Business Days) after three business days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant shall have been exercisedand payment of the aggregate Exercise Price as set forth above. If this This Warrant shall not be deemed to have been exercised in full, a new Warrant exercisable for on the number of date the Exercise Shares remaining shall be executed Price is received by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this WarrantCompany. The Person person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 Company are closed, such Person 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 (whether before open. Subject to the final sentence of this paragraph, Section 2.3 below and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or after inaction by the end Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Exercise Period)Shares. The Holder shall, subject to the following proviso, have the right to pursue any remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof; provided, however, that notwithstanding anything to the contrary in this Warrant or in the Purchase Agreement, if the Company is unable to deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof because the exercise of this Warrant is prior to the Stockholder Approval Date (as defined in Section 2.3 below) and such exercise would result in a violation of the Warrant Exercise Cap, the Company shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant. Except for cash in lieu of fractional shares as provided in Section 5, this Warrant may not be settled by the Company for cash to the Holder in lieu of Common Stock.

Exercise. This Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in Each Warrant shall entitle the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available fundsHolder thereof to purchase, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrantfor each Warrant evidenced thereby, a certificate or certificates for the Exercise Shares so purchased, registered in the name number of the Holder or such other Person as may be designated by the Holder (shares of Common Stock equal to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required Warrant Exercise Rate in effect immediately prior to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 relevant Exercise Date, subject to Section 3.06, at an exercise price equal to (for the stock avoidance of doubt, whether or not such Warrant is exercised during the Bonus Share Period) $4.00 per Warrant (the “Exercise Price”). Holders may exercise all or a portion of their Warrants or choose not to exercise any Warrants at all, or may otherwise sell or transfer books are open their Warrants, in each case, in their sole and absolute discretion. Any Warrant exercised with an Exercise Date that is not in the Bonus Share Period will not be entitled to any Bonus Share Fraction. (whether before or after the end b) The Company will make a public announcement via press release of the Exercise Period)Bonus Share Expiration Date (i) at least 20 Business Days prior to such date, in the case of the Company setting a Bonus Share Expiration Date and (ii) prior to market open on the Bonus Share Expiration Date in the case of a Bonus Share Price Condition. (c) The number of shares of Common Stock issuable in respect of any exercise of Warrants represented by a Global Warrant shall be determined by the Depository (or, as may be agreed from time to time between the Calculation Agent and the Company, the Calculation Agent) in accordance with this Agreement; and provided further, however, that in the event the Company disagrees in good faith with any such calculation, the Company’s calculation shall be determinative and final and binding on the Warrant Agent, the Calculation Agent and the Holders. The number of shares of Common Stock issuable in respect of any exercise of Warrants represented through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures shall be determined by the Warrant Agent (or, as may be agreed from time to time between the Calculation Agent and the Company, the Calculation Agent) in accordance with this Agreement; and provided further, however, that in the event the Company disagrees in good faith with any such calculation, the Company’s calculation shall be determinative and final and binding on the Warrant Agent, the Calculation Agent and the Holders.

Exercise. This Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise At all times prior to the Expiration Date (as defined below), the Holder may (in the form attached as Annex A hereto; (bits sole discretion) payment exercise this Warrant for all or any part of the Exercise Price Warrant Shares purchasable hereunder (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered or any portion thereof is exercised, an “Exercise Date”). This Warrant, to the extent not exercised on or before the Expiration Date, shall become void, and all rights hereunder shall cease. (b) This Warrant may be exercised by (i) surrendering this Warrant (or, if lost or destroyed, a customary affidavit and indemnity in lieu thereof) to the Company at its then principal executive offices, together with an Exercise Notice in the form attached hereto as Exhibit A (each, an “Exercise Notice”), duly completed (including specifying the number of Warrant Shares to be purchased) and executed; and (ii) payment to the Company of the Exercise Price was madeper Warrant Share to be issued (the “Aggregate Exercise Price”). (c) The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, irrespective nor shall any ink-original signature or medallion guarantee (or other type of the date of guarantee or notarization) with respect to any Exercise Notice be required. Execution and 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 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 (whether before or after the end of the Exercise Period)Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares.

Exercise. (a) This Warrant may be exercised in whole or in part is exercisable at the option of the holder of record hereof, at any time during or from time to time, up to the Exercise Period, by delivery Expiration Date for all or any part of the following Warrant Shares (but not for a fraction of a share) which may be purchased hereunder. The Issuer agrees that the common shares of beneficial interest of the Issuer ("Common Shares") purchased under this Warrant shall be and are deemed to be issued to the Company Warrantholder hereof as the record owner of such shares as of the close of business upon surrender to the Issuer at its address set forth above principal office (or at such other address location as it the Issuer may designate by advise the Warrantholder in writing) of this Warrant together with a properly completed notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; hereto (b"Exercise Notice") and, if applicable, upon payment of the Exercise Price (i) in cash or immediately available fundsby check of the aggregate Exercise Price for the number of shares for which this Warrant is being exercised. The Issuer shall pay any applicable documentary or transfer tax and any other taxes or governmental charges; provided, (ii) by cancellation however, that the Issuer shall not be required to pay any tax or taxes or other charges which may be payable in respect of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon any transfer involved in the issue of any Warrant Shares in a name other than that of the registered holder of a Warrant Share surrendered upon the exercise of this Warrant, a certificate and the Issuer shall not be required to issue or certificates deliver such Warrant Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Issuer the amount of such tax or shall have established to the satisfaction of the Issuer that such tax has been paid; provided further, that, the Warrantholder shall pay any income taxes which the Issuer may be required by law to collect in respect of such exercise. Certificates for the Exercise shares of Warrant Shares so purchased, together with any other securities or property to which the Warrantholder hereof is entitled upon such exercise, shall be delivered to the Warrantholder hereof by the Issuer within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Issuer shall cancel this Warrant and execute and deliver a new Warrant of like tenor for the balance of the shares purchasable under this Warrant surrendered upon such purchase to the Warrantholder hereof within a reasonable time. Each stock certificate shall be registered in the name of the Holder or such Warrantholder. All certificates representing Warrant Shares shall bear the legend described in Section 0 below and any other Person legends generally placed on certificates for Common Shares, including a legend provided for in the Declaration of Trust with regard to restrictions on transferability for the purpose of the Issuer's maintenance of its status as may a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended, and to prohibit exceeding the ownership limits set forth in the Issuer's Declaration of Trust, and the transfer and/or sale of any Warrant Shares so issued shall be designated by limited in the Holder (manner and to the extent provided by such transfer is not validly restricted legends and upon payment ownership limits and the Declaration of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued Trust and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment bylaws 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 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 (whether before or after the end of the Exercise Period)Issuer.

Exercise. (a) This Warrant Certificate may be exercised in whole by the Holder as to all or in part at any time during increment or increments of one thousand (1000) Warrant Shares (or the Exercise Periodbalance of the Warrant Shares if less than such number), by upon delivery of written notice of intent to exercise to the Issuer at the following to the Company at its address set forth above address: Murdxxx Xxxmunications Corporation, 1112 00xx Xxxxxx, X.X., Xxxxx Xxxxxx, Xxxx 00000, Xxtention: Chief Financial Officer (or at such other address as it may the Issuer shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in ), together with this Warrant Certificate and payment to the form attached as Annex A hereto; (b) payment Issuer of the aggregate Exercise Price (i) in cash of the Warrant Shares so purchased. The Exercise Price shall be payable by certified or bank check, by wire transfer of immediately available funds, (ii) or as otherwise specified by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrantthe Issuer. Upon the exercise of this WarrantWarrant Certificate as aforesaid, the Issuer shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the Exercise total number of whole Warrant 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after for which this Warrant shall have been exercisedCertificate is being exercised in such names and denominations as are requested by such Holder. If this Warrant Certificate shall be exercised with respect to less than all of the Warrant Shares, the Holder shall be entitled to receive a new Warrant Certificate covering the number of Warrant Shares in respect of which this Warrant Certificate shall not have been exercised in fullexercised, a which new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant Certificate shall in all other respects be identical to this WarrantWarrant Certificate. The Person Issuer covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant Certificate or the issuance of any certificate or certificates for the Exercise Warrant Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Certificate.

Exercise. This Warrant may be exercised in whole by the Holder hereof (but only on the conditions hereinafter set forth) as to all or in part at any time during the Exercise Perioda portion of such Shares, by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (or at such other address as it may the following address: 111 Monument Circle, Suite 3680, Xxxxxxxxxxxx, Xxxxxxx 00000, xx xxxx xxxxx xxxxxxx xx xxx Xompany shall designate by written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundscashier's check, (ii) by cancellation the surrender of indebtedness, the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) pursuant by the surrender of a portion of this Warrant having a fair market value equal to Section 2.2 hereof; and (c) this Warrantthe aggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after for which this Warrant shall have been exercisedis being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which new Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Warrant.

Exercise. This Warrant may be exercised in whole by the Holder hereof (but only on the conditions herein set forth) as to all or in part at any time during increment or increments of One Hundred (100) Shares (or the Exercise Periodbalance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: 745 Birginal Drive, Bensenville, IL 6010-1212 or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundsbank check, (ii) by cancellation the surrender of indebtedness, the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) pursuant by the surrender of a portion of this Warrant having a fair market value equal to Section 2.2 hereof; and (c) this Warrantthe aggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the such Holder (subject to the extent such transfer is not validly restricted Sections 4 and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto5 hereof), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after . If this Warrant shall have been exercised. If be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes (exclusive of any taxes based upon the income of Holder) which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Warrant.

Exercise. This Warrant may be exercised in whole or in part prior to its expiration -------- pursuant to Section 2.3 hereof by the holder hereof at any time during and from time to time by surrender of this Warrant, with the form of Notice of Exercise Periodor Conversion at the end hereof duly executed by such holder, by delivery of the following to the Company at its address set forth above (principal office, accompanied by payment, by certified or at such other address as it may designate by notice in writing official bank check payable to the Holder): (a) an executed Notice order of Exercise the Company or by wire transfer to its account, in the form attached as Annex A hereto; (b) payment amount obtained by multiplying the number of shares of Warrant 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 (iupon payment by such holder of any applicable transfer taxes) may request, calling in cash the aggregate on the face or immediately available funds, (ii) by cancellation faces thereof for the number of indebtedness, or (iii) pursuant shares of Warrant Stock equal to Section 2.2 hereof; and (c) the balance of the number shares then purchasable under this Warrant. Upon the any exercise of this Warrant, in whole or in part, the holder hereof may, in lieu of paying in cash the aggregate Exercise Price which otherwise would be payable with respect to the shares of Warrant Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares"), (a) in the event the holder of this Warrant is also the holder of a certificate promissory note or certificates for other debt instrument or obligation of the Company, convert a like amount of outstanding principal and/or accrued interest under such note, instrument or obligation into such number of shares of Warrant Stock, or (b) surrender this Warrant to the Company together with a notice of conversion or cashless exercise, in which event the Company shall issue to the Holder the number of shares of Warrant Stock determined as follows: X = Y (A-B)/A where: X = the number of shares of Warrant Stock to be issued to the Holder. Y = the number of shares of Warrant Stock with respect to which this Warrant is being exercised. A = the Fair Market Value (as defined below) of one share of Warrant Stock. B = the Exercise Shares so purchasedPrice. For purposes of this Section 2.1 and Section 20.5 below, registered in the name "Fair Market Value" of one share of Warrant Stock (the "Fair Market Value") at any date shall be determined as follows: (1) If shares of the Holder same class or series as the Warrant Stock are at such other Person time listed or admitted for trading on any national securities exchange or quoted on the National Quotation Market System of the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), then the Fair Market Value shall be equal to the closing market price for one such share on the trading day immediately preceding (i) the date of holder's Notice of Exercise or Conversion, or (ii) for purposes of Section 20.5 below, the date of the Company's Call Notice (as may be designated hereinafter defined) or, if the Company exercises its call right set forth in Section 20.5 following delivery by the Holder holder of a Sale Notice (as defined below), the date of such Sale Notice. As used in this subparagraph (a), "market price" for such trading day shall be the average of the closing prices on such day of such shares on all domestic primary national securities exchanges on which such shares are then listed, or, if there shall have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or if such shares shall not be so listed, the average of the representative bid and asked prices at the end of such trading day as reported by NASDAQ. (2) If shares of the same class or series as the Warrant Stock are not at such time listed or admitted for trading on any national securities exchange or quoted on NASDAQ, then the Fair Market Value of one share of Warrant Stock shall be determined by the Board of Directors of the Company in its reasonable good faith judgment; provided, that if the holder advises -------- the Company in writing that holder disagrees with such determination, then holder and the Company shall promptly select a reputable investment banking or appraisal firm to undertake a valuation of such shares. If the extent valuation of such transfer investment banking or appraisal firm is not validly restricted greater than that determined by the Board of Directors by five percent (5%) or more, then all fees and upon payment expenses of any transfer taxes that are required to such investment banking or appraisal firm shall be paid by the Holder pursuant hereto)Company. In all other circumstances, such fees and expenses shall be issued and delivered paid by the Company to the Holder holder. The determination of such investment banking or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining appraisal firm shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates conclusive for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)purposes hereof.

Exercise. This Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise Except as otherwise provided in sub-paragraph (f) below, a WARRANT shall be exercisable only by the registered HOLDER surrendering it, together with the subscription form set forth in the form attached WARRANT duly executed, accompanied by payment, in full, in lawful money of the United States, of the Warrant Exercise Price for each full Share as Annex A hereto;to which the WARRANT is exercised, to the Warrant Agent. The Warrant Agent is the COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., 00 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxx 00000. The COMPANY shall give notice to the registered HOLDERS of WARRANTS of any change in the address of, or in the designation of, its Warrant Agent. (b) payment A WARRANT may be exercised wholly or in part. If a WARRANT is only exercised in part, a new WARRANT for the number of Shares as to which the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant WARRANT shall not have been exercised shall be issued to Section 2.2 hereof; andthe registered HOLDER. (c) this Warrant. Upon As soon as practicable after the exercise of this Warrantany WARRANT, the COMPANY shall issue to or upon the order of the registered HOLDER a certificate or certificates for the Exercise number of full Shares so purchasedwhich he is entitled, registered in the such name of the Holder or such other Person names as may be designated directed by him. (d) All Shares issued upon exercise of a WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the Holder (to issue thereof. However, the extent such transfer is registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not validly restricted and upon payment of any transfer taxes that are be required to be paid by issue or deliver any stock certificate in such case until the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant tax shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person paid. (e) Each person in whose name any such certificate or certificates for the Exercise Shares are to be is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant the WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate or certificatescertificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company COMPANY are closed, the person or persons entitled to receive Shares upon such Person exercise shall be deemed to have become considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before and shall be entitled to receive only dividends or distributions which are payable to holders of record after the end of the Exercise Period)that date.

Exercise. This Warrant (a) Unless otherwise determined by the Committee, the Option will be exercisable during the Participant's lifetime only by the Participant (or his or her legal representative), and after the Participant's death only by the Participant's legal representative. The Option may only be exercised in whole or in part at any time during by the Exercise Period, by delivery of the following to the Company at of a properly completed written notice, in form specified by the Committee or its address set forth above (or at designee, which notice must specify the number of shares of Stock to be purchased and the aggregate exercise price for such other address as it may designate by notice shares, together with payment in writing to the Holder): (a) an executed Notice full of Exercise such aggregate exercise price. Payment must be made in the form attached manner permitted in Section 6(b)(i)(B) of the Plan or as Annex A hereto;authorized by the Committee pursuant to such section. The Option may not be exercised unless the Participant agrees to be bound by such documents as the Committee may reasonably require. The Committee may deny any exercise permitted hereunder if the Committee determines, in its discretion, that such exercise could result in a violation of federal or state securities laws. (b) Upon the expiration of the Option Period, if the Option has not yet been exercised and if the Fair Market Value of a share of Stock on the expiration date of the Option Period is greater than the sum of the exercise price per share of the Option and applicable transaction fees, then the Company will either (i) effectuate an exercise of the Option whereby the Option is simultaneously exercised and shares of Stock thereby acquired are sold, pursuant to a brokerage or similar arrangement to use some of the proceeds from such sale as payment of the Exercise Price (i) in cash exercise price and applicable withholding taxes, or immediately available funds, (ii) by cancellation withhold shares of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon Stock as payment of 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 validly restricted price and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercisedapplicable withholding taxes. If this Warrant shall not have been exercised in full, Participant is a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares Section 16 Officer on the date on which this Warrant was surrendered and that the Option Period expires, the Option will be exercised exclusively by withholding shares of Stock as payment of the Exercise Price was madeexercise price and applicable withholding taxes. In the event of an exercise and sale, irrespective the Company may determine, in its discretion, whether to (x) simultaneously exercise and sell the shares of Stock remaining following the exercise and sale set forth in the foregoing sentence, in which case the Company will remit the net proceeds from such exercise and sale to the Participant (or his or her legal representative); or (y) issue the remaining shares of Stock upon such exercise to the Participant (or his or her legal representative). If the expiration of the date of delivery of such certificate or certificatesOption Period is scheduled to occur during the Restricted Trading Period (as defined in the Company’s Xxxxxxx Xxxxxxx Policy) and Participant is then subject to the Restricted Trading Period and is not a Section 16 Officer, except that, if the date of such surrender Company may effect an exercise and payment is a date when the stock transfer books sale on behalf of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business Participant on the next succeeding date on which last trading day prior to the stock transfer books are open (whether before or after the end start of the Exercise Restricted Trading Period).

Exercise. (a) This Warrant may be exercised in whole by the Holder hereof (but only on the conditions hereinafter set forth) as to all or in part at any time during increment or increments of the Exercise Period, by Warrant Shares upon delivery of the following written notice of intent to exercise to the Company at its the Company's address set forth above (below its signature below or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Holder hereof, together with this Warrant and cash or check payable to the Company for the aggregate Exercise in the form attached as Annex A hereto; (b) payment Price of the Exercise Price Warrant Shares so purchased (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrantthe "Purchase Price"). Upon the exercise of this Warrant, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of Warrant Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after Holder. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Warrant Shares, the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrantexercised. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Warrant Shares are to be issued upon exercise of this Warrant shall be deemed to have become Warrant. (b) For purposes of this Warrant, "Common Stock" means the holder of record of such shares on the date on which this Warrant was surrendered and payment Common Stock of the Exercise Price was madeCompany, irrespective and all other securities of the date any class 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 classes (however designated) of the Company are closedthe holders of which have the right, such Person shall be deemed without limitation as to have become the holder of such shares at the close of business amount, after payment on the next succeeding date any securities entitled to a preference on which the stock transfer books are open (whether before dividends or after the end other distributions upon any dissolution or winding up, either to all or to a share of the Exercise Period)balance of payments upon such dissolution, liquidation or winding up.

Exercise. This Warrant (1) Subject to the limitation set forth in subsection 4.1(2), holders of Warrants may be exercised in whole or in part at any time during prior to the Exercise PeriodExpiry Time exercise the right thereby conferred to be issued Common Shares by surrendering to the Warrant Agent at its principal offices in Vancouver, British Columbia or to any other person or at any other place designated by delivery Crystallex with the approval of the following to the Company at its address set forth above (or Warrant Agent, during normal business hours on a business day at such other address as it may designate by notice in writing to the Holder):place: (a) a certified cheque or bank draft payable to the Warrant Agent in an executed Notice amount equal to the product of the Exercise in Price and the form attached as Annex A heretonumber of Warrants being exercised; (b) payment the Warrant Certificate(s) evidencing such Warrants; (c) a duly completed and executed notice of exercise substantially in the form set out in Appendix 1 to such Warrant Certificate(s); and (d) such other documents as may be contemplated by the Warrant Certificates(s). Notwithstanding the foregoing, a Warrantholder may exercise the Warrants by delivering to the Warrant Agent a facsimile transmission of copies of the documents referred to in (b) and (c) above and a wire transfer to an account of Crystallex in an amount equal to the product of the Exercise Price and the number of Warrants being exercised, provided that the originals of each of the documents referred to in (ib) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and and (c) this Warrant. Upon above are received by the exercise of this Warrant, a certificate Warrant Agent or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person person as may be designated herein within three business days of the date of such facsimile transmission. (2) Any certified cheque, bank draft or wire transfer, Warrant Certificate or notice of exercise referred to in subsection 4.1 (1) will be deemed to have been surrendered only on personal delivery thereof to, or, if sent by mail or other means of transmission, on actual receipt thereof by, the Warrant Agent or one of the other persons at the office or one of the other places specified in subsection 4.1 (1) provided however that if exercise is made by facsimile transmission as set out in subsection 4.1 (1) the documentation referred to therein will be deemed to be surrendered as at the date of the facsimile transmission in the event the original documentation referred to therein is received by the Holder Warrant Agent or other person as designated therein within three business days of the date of the facsimile transmission. (3) Any notice of exercise referred to in subsection 4.1(1) must be signed by the Warrantholder, or such Warrantholder=s executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the extent such transfer is not validly restricted and upon payment of Warrant Agent, acting reasonably, and, if any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Common Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares thereby issuable are to be issued to a person or persons other than the Warrantholder, must specify the name or names and the address or addresses of each such person or persons and the number of Common Shares to be issued to each such person if more than one is so specified. Back to Contents (4) The holder of any Warrant Certificate who wishes to exercise the Warrants evidenced by such Warrant Certificate may exercise less than all of such Warrants and in the case of any such partial exercise shall be entitled to receive a Warrant Certificate, in form, signed and certified in accordance with the provisions of Article 2, evidencing the number of Warrants held by the Warrantholder which remain unexercised. Such Warrant Certificate will be delivered by the Warrant Agent to the holder concurrently with the certificates representing the Common Shares issued on partial exercise of such holder’s Warrants. (5) Each person exercising Warrants must provide Crystallex with (A) either (i) written certification as to facts that would evidence that such person exercising such Warrants in compliance with an exemption from registration under the U.S. Securities Act or (ii) a written opinion of counsel acceptable to Crystallex to the effect that the Warrants and the Common Shares delivered upon exercise of this Warrant shall be deemed thereof have been registered under the U.S. Securities Act or are exempt from registration thereunder, together with (B) written certification as to have become such other material reflecting that the holder of record of such shares on exercise is exempt from registration as 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 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 (whether before or after the end of the Exercise Period)Corporation may reasonably request.

Exercise. This Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise A WARRANT shall be exercisable only by the registered holder (HOLDER or its assignee) surrendering it, together with the subscription form set forth in the form attached WARRANT duly executed, accompanied by payment, in full, in lawful money of the United States, of the Warrant Exercise Price for each full Share as Annex A hereto;to which the WARRANT is exercised, to the Warrant Agent. The Company shall act as its own Warrant Agent, and can be reached by phone at (403) 264-6300 or by xxxx xx 0000 - 4th Street SE, Xxxxx 00, Xxxxxxx, Xxxxxxx, X0X 0X0. Xxx XXXXXXX xxxxx give notice to the registered HOLDER of WARRANTS of any change in the address of, or in the designation of, its Warrant Agent. (b) payment A WARRANT may be exercised wholly or in part. If a WARRANT is only exercised in part, a new WARRANT for the number of Shares as to which the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant WARRANT shall not have been exercised shall be issued to Section 2.2 hereof; andthe registered HOLDER. (c) this Warrant. Upon As soon as practicable after the exercise of this Warrantany WARRANT, the COMPANY shall issue to or upon the order of the registered HOLDER a certificate or certificates for the Exercise number of full Shares so purchasedwhich he is entitled, registered in the such name of the Holder or such other Person names as may be designated directed by him. Neither the WARRANT nor the Shares issuable upon exercise of a WARRANT have been registered under the Securities Act of 1933, as amended. HOLDER hereof and thereof shall be subject to such restrictions imposed by the Holder Securities Act of 1933, as amended, upon the sale or other disposition thereof. (to d) All Shares issued upon exercise of a WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the extent such transfer is issue thereof and all costs of issuance. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not validly restricted and upon payment of any transfer taxes that are be required to be paid by issue or deliver any stock certificate in such case until the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant tax shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person paid. (e) Each person in whose name any such certificate or certificates for the Exercise Shares are to be is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant the WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate or certificatescertificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company COMPANY are closed, the person or persons entitled to receive Shares upon such Person exercise shall be deemed to have become considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before and shall be entitled to receive only dividends or distributions which are payable to holders of record after the end of the Exercise Period)that date.

Exercise. This Warrant Subject to the terms and conditions hereof, the purchase rights set forth in this Agreement may be exercised by the Warrantholder, in whole or in part part, at any time, or from time during to time, prior to the Exercise Periodexpiration of the term set forth in Section 2, by delivery of the following (i) tendering to the Company at its respective address set forth above (or at such other address as it may designate by herein a notice in writing to the Holder): (a) an executed Notice of Exercise exercise in the form attached hereto as Annex A hereto; Exhibit I (bthe “Notice of Exercise”), duly completed and executed; and (ii) delivery of the Purchase Price to the Company. Promptly following the Warrantholder’s delivery of the Notice of Exercise and the clearance of the funds in payment of the Exercise Purchase Price in accordance with the terms set forth below, and in no event later than three (3) Business Days thereafter, the Company shall (x) issue and deposit with the Depositary a number of Ordinary Shares that will be represented by the number of Shares to which the Warrantholder is entitled in respect of that exercise, and (y) cause the Depositary to execute and deliver to that Warrantholder a Receipt (as defined in the Deposit Agreement) evidencing the number of Shares purchased, or credit the same via book entry to the Warrantholder. The Company shall withhold any and all taxes which must be withheld with respect to the issuance and delivery of Shares upon exercise of this Warrant. The Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of Shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) in cash, by certified or bank check or by wire transfer of immediately available funds to an account designated in writing by the Company (“Cash Exercise”), or (ii) by surrender of all or a portion of this Warrant for Shares to be exercised under this Agreement (“Net Issuance”). If the Warrantholder elects the Net Issuance method: (i) the Company shall, subject to receipt by the Company of the Issuance Price (as defined below), cause the Depositary to issue Shares totaling “X” as calculated in accordance with formula (1) specified below; (ii) the Warrantholder, as a condition of making that exercise, shall pay the Company in full, in cash by check or in immediately available funds, an amount (ii“Z”) by cancellation of indebtedness, or calculated in accordance with formula (2) specified below (“Issuance Price”); and (iii) pursuant without delay following receipt of the Issuance Price, the Company shall pay the Warrantholder, in cash by check or in immediately available funds, the rounding difference (“D”), if any, calculated in accordance with formula (3) specified below: Where: X = the number of Shares to Section 2.2 hereof; and be issued to the Warrantholder, rounded down to the nearest whole number, with respect to such Net Issuance. Y = the number of Shares as to which this Agreement is being exercised (cinclusive of the Shares surrendered to the Company in payment of the aggregate Purchase Price). Z = the Issuance Price payable by the Warrantholder to the Company with respect to such Net Issuance. A = the then-current fair market value of one (1) this Warrant. Upon Share at the time of exercise of this Warrant. B = the then-effective Exercise Price. C = the then-nominal value of one Ordinary Share, a certificate or certificates for at the Exercise Shares so purchasedtime of issuance of such Shares, registered in the name of the Holder or such other Person as may be designated multiplied by the Holder number of Ordinary Shares receivable by a holder of a Share upon conversion of one Share to Ordinary Shares. D = the rounding difference (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered if any) payable by the Company to the Holder or Warrantholder with respect to such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercisedNet Issuance. If this Warrant shall not have been exercised in fullFor purposes of the above calculation, the current fair market value of a new Warrant exercisable for the number of Exercise Shares remaining Share shall be executed by determined as follows: (i) at all times when Shares traded on a national securities exchange, inter- dealer quotation system or over-the-counter bulletin board service, the Company and delivered to average of the Holder or such other Person at closing prices over a five (5) day period ending three days before the same time as day the certificate or certificates representing current fair market value of the Exercise Shares purchased are delivered. Such new Warrant shall is being determined; (ii) if the exercise is in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for connection with a Merger Event, the Exercise Shares are to be issued upon exercise fair market value of this Warrant a Share shall be deemed to have become be the holder per Share value received by the holders of record the outstanding Shares pursuant to such Merger Event as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a Share shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either Cash Exercise or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of Shares purchasable hereunder. All other terms and conditions 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 Company are closed, such Person amended Agreement shall be deemed identical to have become those contained herein, including, but not limited to the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Effective Date hereof.

Exercise. This On or prior to the Expiration Date, this Warrant may be exercised in whole by the Holder, as to all or in part at any time during less than all of the Exercise Periodshares of Common Stock covered hereby, by delivery surrender of this Warrant at the following to the Company at its address set forth above Company's principal office (or at for all purposes of this Warrant, 5801 Xxxxxx Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, 00000, X.X.X. xx such other address as it the Company may designate advise the registered Holder hereof by notice in writing given by certified or registered mail) with the form of election to subscribe attached hereto as Exhibit A duly executed and upon tender of payment to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment Company of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrantfor the shares so purchased. Upon the exercise date 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered receipt by the Company (herein called the "Exercise Date"), this Warrant shall be deemed to have been exercised and the person exercising the same shall become a holder of record of shares of Common Stock (or of the other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and certificates for such shares so purchased shall be delivered to the Holder or such other Person as soon as practicable its transferee within a reasonable time (and in any event within five Business Daysnot exceeding 10 days) after this Warrant shall have been exercised as set forth hereinabove. In the event that this Warrant is exercised in part, the Company will execute and deliver a new Warrant of like tenor exerciseable for the number of shares for which this Warrant may then be exercised. If this Warrant shall is not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered on or prior to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of Expiration Date, this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered void and payment all rights 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 Company are closed, such Person Holder hereunder 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 (whether before or after the end of the Exercise Period)cease.

Exercise. This Warrant may be exercised in whole by the Holder hereof (but -------- only on the conditions hereinafter set forth) as to all or in part at any time during increment or increments of One Hundred (100) Shares (or the Exercise Periodbalance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: 0000 Xxxxx Xxxxxx, Memphis, Tennessee 38114 or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundsbank check, (ii) by cancellation the surrender of indebtedness, the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) pursuant by the surrender of a portion of this Warrant where the Shares subject to Section 2.2 hereof; and (c) the portion of this WarrantWarrant that is surrendered have a fair market value equal to the aggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after Holder. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Warrant.

Exercise. This Warrant may be exercised in whole by the Holder hereof (but only on the conditions hereinafter set forth) as to all or in part at any time during the Exercise Perioda portion of such Shares, by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: 00000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxx 00000, or at such other address as it may the Company shall designate by written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundscashier's check, or (ii) by cancellation the surrender of indebtedness, the Note or (iii) pursuant portion thereof having an outstanding principal balance equal to Section 2.2 hereof; and (c) this Warrantthe aggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after for which this Warrant shall have been exercisedis being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which new Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Warrant.

Exercise. This (a) Each Warrant may be exercised in whole or in part by the Registered Holder thereof at any time during on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Period, by delivery Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the following to close of business on the Company at its address set forth above (Exercise Date. As soon as practicable on or at such other address as it may designate by notice after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Purchase Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon such Warrants, cause to be issued and delivered by the exercise of this WarrantTransfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the Exercise Shares so purchasedsecurities deliverable upon such exercise, registered (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, in the name case of payment made in the Holder form of a check drawn on an account of Xxxxx or such other Person investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may direct in writing. (b) If on the Exercise Date in respect of the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such regulation or any successor regulation or rule may be designated in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the receipt of the proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to Xxxxx (of which a portion may be reallowed to the dealer who solicited the exercise). Within five days after exercise the Warrant Agent shall send Xxxxx a copy of the reverse side of each Warrant exercised. Xxxxx shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, Xxxxx may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Xxxxx. Market price shall be determined in accordance with the provisions of Section 10. (c) The Registered Holder may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (4)(c), by surrendering the Warrant Certificate at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Holder Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the shares remaining subject to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto)Warrant, shall be issued and delivered by as of the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company Exchange Date and delivered to the Registered Holder or such other Person at within seven (7) days following the same time as the certificate or certificates representing the Exercise Shares purchased are deliveredExchange Date. Such new In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Registerd Holder in all other respects be identical its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become quotient obtained by dividing (A) the holder of record of such shares on the date on which this Warrant was surrendered and payment product of the Exercise Total Number and the existing Purchase Price was madeby (B) the current market value of a share of Common Stock. Current market value shall have the meaning set forth Section 10(a) hereof, irrespective of except that for purposes hereof, the date of delivery of exercise, as used in such certificate or certificatesSection 10(a) hereof, except that, if shall mean 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 (whether before or after the end of the Exercise Period)Exchange Date.

Exercise. This Subject to the conditions and limitations herein set forth, from and after the date hereof, this Warrant may be exercised in whole or in part at any time during or from time to time after the Exercise Perioddate hereof and until 5:00 p.m., Eastern time, on the Expiration Date by delivery the registered holder hereof by the surrender of this Warrant (with the following subscription form annexed hereto duly completed and executed) to the Company at its address set forth above (or at such other address as it may designate by notice in writing principal office, together with payment to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment Company of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name shares of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required Warrant Stock to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after purchased hereunder. If this Warrant shall have been exercised. If be exercised in part, the registered 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 in full, a new Warrant exercisable exercised. All Warrants surrendered for the number of Exercise Shares remaining exercise shall be executed by the Company and delivered to the Holder canceled. The person or such other Person at the same time as the persons in whose name or names any certificate or certificates representing the Exercise Shares purchased are delivered. Such new shares of Warrant Stock shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued issuable upon exercise of this Warrant shall be deemed to have become the holder or holders of record of such the shares represented thereby at the close of business on the date on upon which this Warrant was surrendered and payment of the Exercise Price was madeis exercised, irrespective of the date of delivery of such certificate whether or certificates, except that, if the date of such surrender and payment is a date when not the stock transfer books of the Company are shall then be closed. In lieu of or in addition to the foregoing, and only if the Common Stock is then publicly traded on the Nasdaq National Market (or equivalent) or a national securities exchange, the registered holder of this Warrant may elect to receive without the payment by such Person holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company (with the subscription form annexed hereto duly completed and executed), at the principal office of the Company. Thereupon, the Company shall issue to the registered holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: Y (A-B) ------- A where Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this paragraph. A = the fair market value of one share of Common Stock at the time the net issue election is made pursuant to this paragraph. B = the Warrant Price per share in effect under this Warrant at the time the net issue election is made pursuant to this paragraph. For purposes hereof, the fair market value of one share of Common Stock shall be deemed to have become the holder of such shares at the close of business closing sale price on the next succeeding date principal public market on which it is traded on the stock transfer books are open (whether before or after the end of the Exercise Period)preceding trading day.

Exercise. This Warrant may be exercised The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part part, at any time, or from time during to time, prior to the Exercise Periodexpiration of the term set forth in Section 2, by delivery of the following tendering to the Company at its address set forth above principal office (or at such other address as it may designate by i) a notice in writing to the Holder): (a) an executed Notice of Exercise exercise in the form attached hereto as Annex A hereto; Exhibit I (bthe "Notice of Exercise"), duly completed and executed, with option one or two being chosen as provided therein, and (ii) a duly completed and executed Stockholder Instrument of Accession in the form attached hereto as Exhibit IV (the "Instrument of Accession"). Promptly upon receipt of the Notice of Exercise, the Instrument of Accession and the payment of the Purchase Price, if the Warrantholder is not choosing a Cashless Exercise Price (as defined below), in accordance with the terms set forth below, and in no event later than three (3) business days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. (i) Upon choosing option one as provided in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchasedAgreement, registered in the name of the Holder or such other Person as Purchase Price may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), Warrantholder in cash. (ii) The Warrantholder's choice of option two as provided in the Exercise Agreement (a "Cashless Exercise") and surrender of such Exercise Agreement shall be issued deemed a waiver of the Warrantholder's obligation to pay the Purchase Price, or the proportionate part thereof if this Warrant is exercised in part. In the event of a Cashless Exercise, the Warrantholder shall exchange its Warrant for that number of shares of Common Stock which shall be multiplied by a fraction, the numerator of which shall be the difference between the then Average Closing Price Per Share of Common Stock and delivered by the Exercise Price, and the denominator of which shall be the then Average Closing Price Per Share of Common Stock. (iii) Upon partial exercise the Company to shall promptly issue an amended Agreement representing the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the remaining number of Exercise Shares remaining shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for those contained herein, including, but not limited to the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Effective Date.

Exercise. This Warrant (a) The Warrants may be exercised at any time or from time to time on or after the Closing Date until April 30, 2011, on any day that is a Business Day, for all or any part of the number of Issuable Warrant Shares purchasable upon its exercise. In order to exercise any Warrants, in whole or in part at any time during part, the Exercise Period, by delivery of the following Holder will deliver to the Company at the address designated by the Company pursuant to Section 6.06 of this Agreement, (i) a written notice of such Holder’s election to exercise its address set forth above Warrant, which notice will specify the number and type of Issuable Warrant Shares to be purchased pursuant to such exercise, (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (bii) payment of the Exercise Price (i) Price, in cash or immediately available fundsan amount equal to the aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, (ii) by cancellation of indebtedness, or and (iii) pursuant to Section 2.2 hereof; and (c) this Warrantthe Warrants. Such notice will be substantially in the form of the Subscription Form appearing at the end of the Warrants. Upon the exercise receipt of this Warrantsuch notice, 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person will, as soon promptly as practicable (practicable, and in any event within five (5) Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, execute, or cause to be executed, and deliver to such Holder a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall aggregate number of full shares of Series D Convertible Preferred Stock and/or Common Stock, as the case may be, issuable upon such exercise, as provided in all other respects be identical to this WarrantAgreement. The Person in whose name any stock certificate or certificates for so delivered will be in such denominations as may be specified in such notice and will be registered in the Exercise Shares are name of such Holder. Warrants will be deemed to have been exercised, such certificate or certificates will be issued upon exercise of this Warrant shall deemed to have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become the a holder of record of such shares for all purposes, as of the close of business on the date on which this Warrant was surrendered and that such notice, together with payment of the Exercise Price was madeand the Warrants, irrespective of are received by the date Company. If the Warrants have been exercised in part, the Company will, at the time of delivery of such certificate or certificates, except that, if deliver to such Holder new Warrants evidencing the date rights of such surrender and payment is Holder to purchase a date when number of Issuable Warrant Shares with respect to which the stock transfer books of Warrants have not been exercised, which new Warrants will, in all other respects, be identical with the Company are closedWarrants, such Person shall be deemed to have become or, at the holder request of such shares at the close of business Holder, appropriate notation may be made on the next succeeding date on which Warrants and the stock transfer books are open Warrants returned to such Holder. (whether before or after the end b) Payment of the Exercise Period)Price will be made, at the option of the Holder, by (i) wire transfer or certified or official bank check, (ii) cancellation of any debt owed by the Company or any Subsidiary to the Holder, or (iii) cancellation of warrant, valued at Fair Market Value. If the Holder surrenders a combination of cash or cancellation of any debt owed by the Company to the Holder of Warrants, the Holder will specify the respective number of shares of Series D Convertible Preferred Stock and/or Common Stock to be purchased with each form of consideration, and the foregoing provisions will be applied to each form of consideration with the same effect as if the Warrants were being separately exercised with respect to each form of consideration; provided, however, that a Holder may designate that any cash to be remitted to a Holder in payment of debt be applied, together with other monies, to the exercise of the portion of the Warrants being exercised for cash.

Exercise. This Warrant Option to purchase up to __________ shares of Common Stock may be exercised in whole or in part at any time during in accordance with the Exercise Periodfollowing schedule: up to ______________ shares upon and after the date hereof and thereafter in accordance with the following schedule, if and only if as of each date set forth below the Optionee is employed by the Corporation: The method for exercise described in this Section 2 shall be the sole method of such exercise. The Optionee may exercise the Option by delivery to the Corporation of written notice providing: (i) the name of the following Optionee; (ii) the address to which Common Stock certificates are to be mailed; (iii) an identification of the Option being exercised by reference to the Company at its address set forth above date first written above; and (iv) payment in the amount of the product of the Option Price times the number of shares with respect to which the Option is being exercised, delivered in person or at such other address sent by first class registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by regular, certified or overnight mail, addressed or telecopied, as it the case may designate by notice in writing be, to the Holder): Treasurer of the Corporation. Such payment shall be in the form of (a) an executed Notice a check (acceptable to the Corporation in accordance with guidelines established for this purpose) payable to the order of Exercise in the form attached as Annex A hereto; Corporation, (b) payment through the delivery of shares of Common Stock which have been outstanding for at least six months (unless the Exercise Price (iCorporation approves a shorter period) in cash or immediately available funds, (ii) by cancellation of indebtednessand which have a fair market value equal to the exercise price, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrantby any combination of the foregoing permissible forms of payment. Upon The Option shall be considered exercised on the exercise date the notice and appropriate payment are delivered to the Corporation. As promptly as practicable after receipt of this Warrantsuch notice and payment, the Corporation shall deliver to the Optionee a certificate or certificates for the Exercise Shares number of shares of Common Stock with respect to which the Option has been so purchasedexecuted, registered issued in the name Optionee’s name. Such delivery shall be deemed effected for all purposes when a stock transfer agent of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant Corporation shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or deposited such other Person at the same time as the certificate or certificates representing in the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical United States mail, addressed to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was madeOptionee, 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 Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on address specified in the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)notice.

Exercise. This The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (aA) an An executed Notice of Exercise in the form attached as Annex A hereto; (bB) payment Payment of the Exercise Price either (i) in cash or immediately available funds, by check or (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereofbelow; and (cC) this This Warrant. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name Execution and delivery of the Holder or such other Person Notice of Exercise shall have the same effect as may cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, if any. Certificates for shares purchased hereunder shall be designated transmitted by the Holder (to the extent such transfer is not validly restricted and upon payment agent of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such other Person as soon as practicable (system, and otherwise by physical delivery to the address specified by the Holder in any event the Notice of Exercise within five Business Days) after three business days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant shall have been exercisedand payment of the aggregate Exercise Price as set forth above. If this This Warrant shall not be deemed to have been exercised in full, a new Warrant exercisable for on the number of date the Exercise Shares remaining shall be executed Price is received by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this WarrantCompany. The Person person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 Company are closed, such Person 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 (whether before open. Subject to the final sentence of this paragraph and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or after inaction by the end Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Exercise Period)Shares. The Holder shall, subject to the following proviso, have the right to pursue any remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof; provided, however, that notwithstanding anything to the contrary in this Warrant or in the Purchase Agreements, if the Company is for any reason unable to deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof, the Company shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant. Except for cash in lieu of fractional shares as provided in Section 5, this Warrant may not be settled by the Company for cash to the Holder in lieu of Common Stock.

Exercise. This Warrant may be exercised in whole by the Holder hereof (but only on the conditions hereinafter set forth) as to all or in part at any time during increment or increments of One Hundred (100) Shares (or the Exercise Periodbalance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: 0000 Xxxx Road, Mechanicsville, Virginia 23116 or at X.X. Xxx 0000, Xxxxxxxx, Xxxxxxxx 00000, or such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundsbank check, (ii) by cancellation the surrender of indebtedness, the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) pursuant by the surrender of a portion of this Warrant having a fair market value equal to Section 2.2 hereof; and (c) this Warrantthe aggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after Holder. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Warrant.

Exercise. This Warrant (a) Each of the Warrants may be exercised upon the earliest to occur of: (i) a Corporate Transaction with respect to the Company or Stellex Industries, (ii) an IPO by the Company, Stellex Industries or an Intermediate Holding Company, (iii) the date which is 60 days prior to the Expiration Date. In order to exercise any Warrant, in whole or in part at any time during part, the Exercise Period, by delivery of the following Holder will deliver to the Company at its the address set forth above designated by the Company pursuant to Section 6.04, (or at such other address as it may designate by i) a written notice in writing to of the Holder): 's election to exercise such Warrant, which notice will specify the number of Warrant Shares to be purchased pursuant to such exercise, (a) an executed Notice of Exercise in the form attached as Annex A hereto; (bii) payment of the Exercise Price (i) Price, in cash or immediately available fundsan amount equal to the aggregate purchase price for all Warrant Shares to be purchased pursuant to such exercise, (ii) by cancellation of indebtedness, or and (iii) pursuant to Section 2.2 hereof; and (c) this the Warrant. Upon receipt of such notice, the exercise of this WarrantCompany will, as promptly as practicable, and in any event within ten (10) Business Days, execute, or cause to be executed, and deliver to the Holder a certificate or certificates for representing the Exercise Shares aggregate number of full shares of Class B Common Stock and/or Other Securities issuable upon such exercise, as provided in this Agreement. The stock certificate or certificates so purchased, delivered will be in such denominations as may be specified in such notice and will be registered in the name of the Holder or such other Person as may Holder. A Warrant will be designated by the Holder (deemed to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing will be deemed to have been issued, and the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall Holder will be deemed to have become the a holder of record of such shares on for all purposes, as of the date on which this Warrant was surrendered and that such notice, together with payment of the Exercise Price was madeand the Warrant, irrespective of is received by the date Company. If the Warrant has been exercised in part, the Company will, at the time of delivery of such certificate or certificates, except that, if deliver to the date of such surrender and payment is Holder a date when new Warrant evidencing the stock transfer books rights of the Company are closedHolder to purchase a number of Warrant Shares with respect to which the Warrant has not been exercised, such Person shall which new Warrant will, in all other respects, be deemed to have become identical with the holder of such shares Warrants, or, at the close request of business the Holder, appropriate notation may be made on the next succeeding date on which Warrant and the stock transfer books are open Warrant returned to the Holder. (whether before or after the end b) Payment of the Exercise Period)Price will be made by company or individual check or certified or official bank check.

Exercise. This Warrant may be exercised in whole by the Holder hereof (but only -------- on the conditions hereinafter set forth) as to all or in part at any time during increment or increments of the Exercise Period, by Shares then subject to exercise under Section 1 above upon delivery of written notice of intent to exercise in substantially the following form of the "Notice of Exercise" attached hereto as Annex A, to the Company at its address set forth above (the following address: 0 Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000, or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price Holder hereof, together with this Warrant and either (i) in cash a certified or immediately available funds, cashier's check payable to the Company for the aggregate purchase price of the Shares so purchased or (ii) by cancellation the surrender, as noted on the Notice of indebtednessExercise, or (iii) pursuant of Shares having a value on the date of exercise equal to Section 2.2 hereof; and (c) this Warrantthe aggregate purchase price of the Shares so purchased. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall, as promptly as practicable, and in any event within fifteen (15) business days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after Holder. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant Warrant; provided, however, that the Company shall have no liability for any state or federal income taxes which may be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment payable by Holder upon income recognized by Holder as a result of the Exercise Price was made, irrespective exercise 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 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 (whether before or after the end of the Exercise Period)this Warrant.

Exercise. This Warrant Option may be exercised in whole or in part at any time surrendered during the Exercise PeriodHolder's lifetime only by the Holder or his/her guardian or legal representative. THIS OPTION SHALL NOT BE TRANSFERABLE BY THE HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION, SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN. This Option shall vest and be exercisable as follows: Cumulative Shares Vesting Date Shares Vested at Vesting Date Vested at Vesting Date ------------ ----------------------------- ---------------------- This Option shall be exercised by the Holder (or by her executors, administrators, guardian or legal representative) as to all or part of the Shares, by delivery the giving of the following written notice of exercise to the Company at its address set forth above (or at such other address as it may designate Company, specifying the number of Shares to be purchased, accompanied by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price full purchase price for the Shares being purchased. Full payment of such purchase price shall be made at the time of exercise and shall be made (i) in cash or by certified check or bank check or wire transfer of immediately available funds, (ii) with the consent of the Company, by cancellation tendering previously acquired Shares (valued at its Fair Market Value (as defined in the Plan), as determined by the Company as of indebtednessthe date of tender), or (iii) with the consent of the Company, a combination of (i) and (ii). Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Company may from time to time direct, and shall be in such form, containing such further provisions as the Company may from time to time prescribe. In no event may this Option be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to Section 2.2 hereof; an Option as soon as practicable, and (c) , within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising this Warrant. Upon Option shall have any of the rights of a holder of Shares subject to this Option until certificates for such Shares shall have been issued following 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), Option. No adjustment shall be issued and delivered by made for cash dividends or other rights for which the Company record date is prior to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)issuance.

Exercise. 2 (a) This Warrant may be exercised by Holder, in whole or in part part, at any time during and from time to time after the Exercise PeriodFirst Calculation Date by surrender (in person or by notice as provided in Article 12 hereof) of this Warrant at the principal offices of the Company located at 0000 Xxxxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000, together with: (i) (A) the form of subscription following the signature page of this Warrant executed by Holder, and (B) payment, by delivery certified or official bank check payable to the order of the following Company or by wire transfer to the Company's account, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Warrant Price then in effect; provided, however, if the Bank or any Person affiliated with the Bank is the Holder at the time of any exercise under this Section 1.1(a)(i), in lieu of paying by certified or official bank check or wire transfer as provided in Section 1.1(a)(i)(B), the Bank may at its option execute and deliver to the Company at its address set forth above a certificate of reduction (or at such other address as it may designate by notice in writing to the Holder): (a"Certificate of Reduction") an executed Notice of Exercise in the form attached following the signature page of this Warrant, which Certificate of Reduction shall reduce the amount of the PNC Debt by the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Warrant Price then in effect, and in each instance where the Bank so executes and delivers a Certificate of Reduction and the Holder hereof exercises its right to effect payment pursuant to the Certificate of Reduction in lieu of paying by certified or official bank check or wire transfer as Annex A hereto;provided in Section 1.1(a)(i)(B) the same shall be as legal, valid, binding and enforceable against the Company as if the Company had received the certified or official bank check or wire transfer referred to in Section 1.1(a)(i)(B); or (ii) the form of cashless exercise election (a "Cashless Exercise") following the signature page of this Warrant executed by Holder. Such presentation and surrender constituting a Cashless Exercise shall be deemed a waiver of Holder's obligation to pay all ----------------- or any portion of the Warrant Price in the manner contemplated by Subsection 1.1(a)(i) hereof or otherwise. In the event of a Cashless Exercise, Holder shall exchange this Warrant for that number of shares of Common Stock determined by multiplying the number of Warrant Shares being exercised by a fraction, the numerator of which shall be the difference between the Market Price and the Warrant Price per share of Common Stock, and the denominator of which shall be the Market Price per share of Common Stock. (b) payment If this Warrant is not exercised in full, the Company, at its sole cost expense, shall forthwith issue and deliver to or upon the order of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this WarrantHolder, a certificate or certificates for the Exercise Shares so purchased, registered new Warrant of like tenor in the name of the Holder or as Holder may request, calling in the aggregate on the face thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to (i) the number of such other Person as may be designated by shares called for on the Holder face of this Warrant minus (to ii) the extent number of such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after shares for which this Warrant shall have been exercised. exercised without giving effect to any adjustment in number as a result of changes in the Warrant Price called for above. (c) If the Warrant Price is adjusted pursuant to Section 8 of this Warrant shall not have been exercised in fullWarrant, a new Warrant exercisable for the number of Exercise Shares remaining Warrants to which Holder is entitled shall be executed adjusted by multiplying the Company number of Warrants to which Holder is entitled immediately prior to such adjustment by a fraction, the numerator of which is the Warrant Price prior to such adjustment and delivered to the Holder or denominator of which is the Warrant Price after such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)adjustment.

Exercise. This Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised at a price (the "Exercise Price") of $3.50 per share, in whole or in part part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on July 31, 2004, unless extended by the Company's Board of Directors (the "Exercise Period"), at any time during such period that the Exercise Period, by delivery Company's Registration Statement with respect to the Warrant Shares is effective and current. The Company shall promptly notify the Warrant Agent of the following to the Company at its address set forth above (or at effectiveness of such other address as it may designate by notice in writing to the Holder): (a) an executed Notice Registration Statement, any suspension of Exercise in the form attached as Annex A hereto; (b) payment effectiveness and of any such extension of the Exercise Price Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (ithe "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, (the "Corporate Office") or such other place as designated by the Company, in cash or immediately available fundsby official bank or certified check, (ii) by cancellation of indebtednessan amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the exercising Registered Holder or (iii) pursuant to Section 2.2 hereof; and (c) this Warranthold the same until all such conditions have been satisfied. Upon The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of this Warrantany Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Shares so purchasedPrice to be promptly made to the order of the Company. Upon the exercise of any Warrant, registered the Warrant Agent shall promptly deposit the payment into a segregated account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the name of escrow account will be disbursed on a weekly basis to the Holder or such other Person as may be designated Company once they have been determined by the Holder (Warrant Agent to be collected funds. Once the extent such transfer is not validly restricted and upon payment of any transfer taxes that funds are required determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Holder pursuant hereto)Company. These expenses, shall be issued and delivered by the Company including delivery of exercised share certificates to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercisedshareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. If this Warrant shall not have been exercised in full, a new Warrant exercisable for A detailed accounting statement relating to the number of Exercise Shares remaining shall shares exercised and the net amount of exercised funds remitted will be executed given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the exercise periods. A complete accounting will be made by the Company and delivered Warrant Agent to the Holder or such other Person Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end completion of the Exercise Period). The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.

Exercise. This The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise PeriodPeriod so long as the Exercise Shares for which this Warrant is being exercised are then vested and exercisable hereunder in accordance with Section 2.1, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an An executed Notice of Exercise in the form attached as Annex A hereto; (b) payment Payment of the Exercise Price either (i) in cash or immediately available fundsby check, or (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this This Warrant. Upon the exercise of the rights represented by 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 persons affiliated with the Holder, if the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto)so designates, shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) a reasonable time after the rights represented by this Warrant shall have been so exercised. If In the event that this Warrant shall not have been is being exercised in fullfor less than all of the then-current number of Exercise Shares purchasable hereunder, the Company shall, concurrently with the issuance by the Company of the number of Exercise Shares for which this Warrant is then being exercised, issue a new Warrant exercisable for the remaining number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrantpurchasable hereunder. The Person person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 Company are closed, such Person 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 (whether before or after the end of the Exercise Period)open.

Exercise. This Warrant Subject to the terms hereof, the Holder shall have the right, which may be exercised at any time during the period (the "Exercise Period") commencing as of September 15, 1999 (the "Issue Date") and continuing until the earlier of (i) the termination of the Investor Rights (as defined in the Investment Agreement), and (ii) 5:00 p.m., New York City time, on September 15, 2009 (the "Expiration Date"), to purchase from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of the Warrant and payment of the Exercise Price then in effect for such Warrant Shares. Notwithstanding the foregoing, if in the written opinion of counsel to the Company reasonably acceptable to the Holder approval of the Federal Communications Commission (the "FCC") is required before the Company may issue Warrant Shares upon the exercise of the Warrant, the Company may defer the issuance of such Warrant Shares until such time as approval of the FCC is obtained or is no longer required. The Company shall promptly notify the Holder in writing of any event which requires it to suspend exercise of the Warrant pursuant to the preceding sentence and of the termination of any such suspension. To the extent the Warrant is not exercised prior to the Expiration Date, it shall become void and all rights hereunder shall cease as of such time. If this Warrant is transferred, in whole or in part at (except for transfers to affiliates of the Investor who are domestic subsidiaries of the Investor's ultimate parent corporation ("Control Group Affiliates")), it shall expire to the extent of the transferred portion 30 days after the later of (A) the date of such transfer and (B) the date on which this Warrant first became exercisable with respect to the transferred portion hereof. This Warrant shall not be exercisable by the Investor and its affiliates during any time during the Exercise Involuntary Redemption Period or Default Redemption Period, by delivery of as such terms are defined in the following Investment Agreement, or from and after the date the Investor elects to cause the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) effectuate a Company Sale pursuant to Section 2.2 hereof; and (c) this Warrant9.5 of the Investment Agreement. Upon Should a Holder which is a Control Group Affiliate determine, in its sole discretion, that it is prevented under applicable laws and regulations of the FCC from holding shares of Class A Common Stock issuable upon exercise of this Warrant, then, subject to adoption and approval of the stockholder proposal described in clause (iii) of the definition of "Stockholder Proposal" in the Stockholder Agreement, such Holder shall have the option to acquire shares of non-voting common stock of the Company upon exercise of this Warrant, on the same terms and conditions of exercise as are applicable to Class A Common Stock hereunder. The Warrant may be exercised, in whole or in part, at the election of the Holder, upon surrender at the principal office of the Company of the certificate or certificates evidencing the Warrant with the form of election to purchase attached as Exhibit A duly completed and signed ("Purchase Form"), and upon payment to the Company of the Exercise Price, as it may be adjusted as herein provided, for the number of Warrant Shares in respect of which the Warrant is then exercised; provided that the Warrant shall be exercisable in part only for a minimum of 1,000,000 Warrant Shares per exercise, or if less, the entire number of Warrant Shares which the Holder is entitled to purchase hereunder. Payment of the aggregate Exercise Price shall be made by wire transfer of immediately available funds to such account as the Company may specify. The Exercise Price shall be subject to adjustment as provided in Section 9. Subject to the provisions of Section 4 hereof, upon surrender of the Warrant and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder a certificate or certificates for the Exercise number of Warrant Shares so purchased, registered in issuable upon the name exercise of the Holder or such other Person Warrant together with cash as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and provided in any event within five Business Days) after this Warrant shall have been exercisedSection 10. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the Such certificate or certificates representing shall be deemed to have been issued and the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant Holder shall be deemed to have become the a holder of record of such shares on Warrant Shares as of the date on which this of the surrender of the Warrant was surrendered and payment of the Exercise Price was made, irrespective Price. In the event that this Warrant is exercised in respect of fewer than all of the date of delivery of Warrant Shares issuable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or certificatesWarrants will be issued, except that, if and the date of such surrender Company shall countersign and payment is a date when deliver the stock transfer books required new Warrant Certificate or Certificates. When surrendered upon exercise of the Company are closedWarrant, such Person this Warrant Certificate shall be deemed to have become cancelled and disposed of by the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Company.

Exercise. This Warrant may be exercised in whole by the Holder hereof (but only on the conditions hereafter set forth) as to all or in part at any time during increment or increments of ten (10) Shares (or the Exercise Periodbalance of the Shares if less than that number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: 1000 X. Xxxxxxxxx Xxx, Xxxxxxx, XX 00000, Attention: Dxxxx X. Xxxx, Chief Executive Officer, or at such any other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price (i) in cash of the Shares so purchased. The Exercise Price shall be payable by certified or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrantbank check. Upon the exercise of this Warrant, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after Holder. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed Warrant. In lieu of exercising this warrant the holder may elect to have become receive without the payment by the holder of record any additional consideration, shares of such common Stock equal to the value of this warrant (or the portion thereof being cancelled) by surrender of this warrant, in which the Corporation shall issue to the holder hereof a number of common Stock computed using the following formula. X=Y (A-B)/ A X= then number of shares on of Common Stock to be issued to the date on holder pursuant to this net exercise Y= the number of shares of Common Stock in respect of which this Warrant was surrendered and payment the net issue election is made A= the fair market value of one share of the Exercise Price was Common Stock at the time the net election is made, irrespective of . B= the warrant price (as adjusted to the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when net issuance). If an effective registration covering the stock transfer books shares to be issued under this warrant at the time of the Company are closedexercise, such Person then the cashless exercise provision outline in the preceding paragraph 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 (whether before or after the end of the Exercise Period)not apply.

Exercise. This a. Prior to exercising a Warrant, the holder of this Warrant may be Certificate is required to give a written certification that such holder is not a U.S. Person (as that term is defined in Rule 902(o) of Regulation S)and the Warrant is not being exercised on behalf of a U.S. Person, or a written written opinion of counsel, in whole form and substance satisfactory to the Company, to the effect that the Warrant and the Common Stock delivered upon exercise thereof have been registered under the Act or in part at any time during are exempt from registration thereunder. b. Upon the Exercise Periodsurrender of this Certificate, by delivery provision of the following to the Company at its address set forth above (written certification or at such other address as it may designate by notice written opinion described in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) paragraph 3.a., and payment of the Exercise Price (i) in cash as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or immediately available funds, (ii) by cancellation upon the written order of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise registered holder of this WarrantWarrant and in such name or names as the registered holder may designate, a certificate or certificates for the Exercise Shares number of full shares of Common Stock so purchased, registered in purchased upon the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment exercise of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercisedWarrant. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the Such certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical deemed to this Warrant. The Person in whose name have been issued and any certificate or certificates for the Exercise Shares are person so designated to be issued upon exercise of this Warrant named therein shall be deemed to have become the a holder of record of such shares Common Stock on and as of the date on which of the delivery to the Company of this Warrant was surrendered Certificate and payment of the Exercise Price was madeas aforesaid. If, irrespective of however, at the date of delivery surrender of this Certificate, provision of the written certification or written opinion described in paragraph 3.a., and payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise of any Warrant shall be closed, the certificates for the Common Stock in respect to which any such Warrant are then exercised shall be issued and the owner of such Common Stock shall become a record owner of such Common Stock on and as of the next date on which such books shall be opened, and until such date the Company shall be under no duty to deliver any certificate for such Common Stock. c. The holder acknowledges that the Company will implement procedures to ensure that the Warrant may not be exercised within the United States and that the Common Stock delivered upon exercise thereof may not be delivered within the United States, other than in connection with Offshore Transactions as defined in Regulation S, unless registered under the Act or certificatesan exemption from such registration is available. d. It is the intent of Holder that upon the exercise of this Warrant, except that, if the issuance of the Shares would be pursuant to Regulation S. If on the date of such surrender and payment is a date when exercise the stock transfer books issuance of the Shares by the Company are closedto the holder would have qualified under Regulation S as in effect on the date hereof but does not qualify on such exercise date because of an amendment to Regulation S promulgated after the date hereof, such Person the Company shall use its best efforts to register the Shares under the Act for resale by the holder. Such registration 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 (whether before or after the end cost and expense of the Exercise Period)Company. Except as specifically described in this paragraph, the Company shall have no obligations whatsoever to register the Shares under the Act.

Exercise. This Warrant may be exercised by the Holder as to the whole at any time, or in part from time to time, during the Exercisable Term hereof set forth in paragraph 1 above (but not as to a fractional share of Common Stock): by completing the Subscription Form, a copy of which is attached hereto and made a part hereof (which written notice and subscription shall [i] state the election to exercise the Warrant and the number of shares in respect to which it is being exercised and [ii] be signed by the person so exercising the Warrant on behalf of the Holder), and delivering such Subscription Form to the Secretary of the Company; by presenting and surrendering this Warrant, duly endorsed, at the principal executive office of the Company in the city and state where then located; by delivery to the Company of an investment letter as set forth in paragraph 14(b) hereof and upon payment to the Company of the amount of the Exercise Price for shares so purchased either by (i) delivering to the Company, by check or by wire transfer, an amount equal to the Exercise Price per Share, multiplied by the number of Shares then being purchased, or (ii) by indicating in the notice of exercise form that the Exercise Price should be paid by deducting from the number of Shares to be received by the exercising Holder that number of Shares which has an aggregate Specified Value (as defined herein) on the date of exercise equal to the aggregate Exercise Price for all Shares then being purchased (a "Net Exercise"). "Specified Value" per Share at any date shall be the fair market value of such Share as determined in good faith by the Board of Directors of the Company. Thereupon this Warrant shall be deemed to have been exercised in whole or in part at any time during and the Exercise PeriodHolder exercising the same shall become a holder of record of shares of Common Stock purchased hereunder, by delivery of the following and certificates for such shares so purchased shall be delivered to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, purchaser within 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) reasonable time after this Warrant shall have been exercised. If this Warrant shall be exercised in respect of only a part of the shares of Common Stock covered hereby, the Holder shall be entitled to receive a similar warrant of like tenor and date covering the number of shares in respect of which this Warrant shall not have been exercised in full, a new Warrant exercisable for the number exercised. No fractional shares of Exercise Shares remaining Common Stock shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)hereunder.

Exercise. This (a) Each Warrant may be exercised in whole or in part by the Registered Holder thereof at any time during on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Period, by delivery Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the following to close of business on the Company at its address set forth above (Exercise Date. As soon as practicable on or at such other address as it may designate by notice after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Purchase Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon such Warrants, cause to be issued and delivered by the exercise of this WarrantTransfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the Exercise Shares so purchasedsecurities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, registered in the name case of payment made in the form of a check drawn on an account of Blaix xx such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the Holder funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may direct in writing. (b) If on the Exercise Date in respect of the exercise of any Warrant, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such other Person as rule or any successor rule may be designated by in effect as of such time of exercise) promulgated under the Holder (to Securities Exchange Act of 1934, then the extent such transfer is not validly restricted and upon payment Warrant Agent, simultaneously with the receipt of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to Blaix (xx which up to 1% may be reallowed to the dealer who solicited the exercise). Within five days after exercise the Warrant Agent shall send Blaix x xopy of the reverse side of each Warrant exercised. Blaix xxxll reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, Blaix xxx at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Blaix. Xxrket price shall be deemed to have become determined in accordance with the holder provisions 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 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 (whether before or after the end of the Exercise Period)Section 10.

Exercise. This Warrant may be exercised in whole by the Holder hereof (but only on the conditions hereinafter set forth) as to all or in part at any time during increment or increments of one hundred (100) Shares (or the Exercise Periodbalance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: 000 Xxxxx Xxx, Southampton, PA 18966-3877 or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundsbank check, (ii) by cancellation the surrender of indebtedness, or a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a Fair Market Value (iiias defined in Section 4(c) pursuant below) equal to Section 2.2 hereof; and (c) this Warrantthe aggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after Holder. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have 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 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 (whether before or after the end of the Exercise Period)Warrant.

Exercise. This Warrant may be exercised exercised, in whole or in part part, at any time and from time to time during the Exercise Period, . Such exercise shall be accomplished by delivery of the following tender to the Company at its address set forth above (or at such other address as it may designate by notice in writing of an amount equal to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price multiplied by the number of underlying shares being purchased (the "Purchase Price"), either (i) in cash cash, by wire transfer or immediately available fundsby certified check or bank cashier's check, payable to the order of the Company, or (ii) by cancellation a "Cashless Exercise" as set forth in Section 2(b), together with presentation and surrender to the Company of indebtedness, or this Warrant with an executed subscription agreement in substantially the form attached hereto as Exhibit A (iii) pursuant to Section 2.2 hereof; and (c) this Warrantthe "Subscription"). Upon receipt of the exercise of this Warrantforegoing, the Company will deliver to the Holder, as promptly as possible, a certificate or certificates for representing the Exercise Shares shares of Common Stock so purchased, registered in the name of the Holder or such other Person the Holder's transferee (as may be designated by the Holder (permitted under Section 3 below). With respect to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall Warrant, the Holder will for all purposes be deemed to have become the holder of record of such the number of shares of Common Stock purchased hereunder on the date on which this Warrant was surrendered the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the "Exercise Price was madeDate"), irrespective of the date of delivery of the certificate evidencing such certificate or certificatesshares of the Common Stock, except that, if the date of such surrender and payment receipt is a date when on which the stock transfer books of the Company are closed, such Person shall person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after open. Fractional shares of Common Stock will not be issued upon the end exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Period)Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a "New Warrant") to the Holder covering the aggregate number of shares of Common Stock as to which this Warrant remains exercisable.