Common use of Exercise Clause in Contracts

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

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

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

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

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

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

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

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

Exercise. This Warrant may be exercised at any time and from time to time prior to its expiration pursuant to Section 2.5 2.3 hereof by the Holder at any time or from time to time during the Exercise Periodholder hereof, by submitting surrender of this Warrant, with the form of subscription attached hereto (at the “Exercise Notice”) end hereof duly executed by the Holdersuch holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares accompanied by paying the Aggregate Exercise Price as provided in Section 2.2 payment, by certified or is electing to exercise this Warrant as to a specified number of shares pursuant official bank check payable to the net exercise provisions order of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid or by wire transfer to its account, in the Company within five (5) Business Days amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exerciseExercise Price then in effect. In the event this the Warrant is not exercised in full, the Company mayCompany, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder holder hereof a new Warrant or Warrants of like tenor, in the name of the Holder holder hereof or as the Holder such holder (upon payment by the Holder such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, in whole or in part, the holder hereof may pay the aggregate Exercise Price with respect to the shares of Common Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares") by (a) in the event the holder of this Warrant is also the holder of a Note, decreasing the outstanding principal amount of such Note by such amount or (b) surrendering its rights to a number of Exercise Shares having a fair market value equal to or greater than the required aggregate Exercise Price, in which case the holder hereof would receive the number of Exercise Shares to which it would otherwise be entitled upon such exercise, less the surrendered shares. For purposes of this Section 2.1, the fair market value of one share of Common Stock shall be equal to the Repurchase Price of such share determined in accordance with Section 11.5 of the Securities Purchase Agreement.

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

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

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

Exercise. This (a) To exercise this Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by in whole or in part, the Holder at any time shall deliver to the Corporation’s principal office or from time to time during such other location as the Exercise PeriodCorporation shall designate: (i) this Warrant; (ii) a written notice, by submitting substantially in the form of subscription the exercise notice attached hereto as Annex 1 (the “Exercise Notice”); and (iii) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt payment of the Exercise Notice. Subject Price with respect to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock being purchased. Such payment may be made, at the option of the Holder, by cash, money order, certified or bank cashier’s check, wire transfer or as a “cashless exercise,” as described in Section 1.1(b). (b) In lieu of exercising this Warrant for cash, the Holder may elect, at any time prior to the Expiration Date, to receive shares of Common Stock equal to the value (without giving effect as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant to any adjustment thereinthe Corporation’s principal office or such other location as the Corporation shall designate, together with the properly completed and executed Exercise Notice, in which event the Corporation shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y(A-B) to A X = the number of such shares called for on of Common Stock to be issued to the face Holder; Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant minus is being exercised, the number portion of this Warrant being exercised (at the date of exercise); A = the Fair Market Value of one share of Common Stock (at the date of exercise); and B = the Exercise Price per share (as adjusted to the date of exercise). (c) In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof: (i) the shares of Common Stock so purchased upon such exercise shall be delivered by the Corporation within 10 Business Days after such exercise and delivery of this Warrant and the Exercise Notice to the Corporation by means of (y) book-entry transfer crediting the account of the Holder through the Company’s transfer agent and registrar for the Common Stock, or (z) if requested by the Holder, in the form of certificates in the name of the Holder; and (ii) unless this Warrant has expired, a new Warrant evidencing the right to purchase the remaining shares of Common Stock called for by this Warrant, if any, which new Warrant shall in all other respects be identical with this Warrant. (without giving effect to any adjustment thereind) for which If this Warrant shall have been exercisedbe surrendered for exercise within any period during which the transfer books for shares of Common Stock purchasable upon the exercise of this Warrant are closed for any purpose, then the Corporation shall not be required to make delivery of the Common Stock purchasable upon such exercise until the date of the reopening of said transfer books. (e) Notwithstanding anything to the contrary in this Warrant, this Warrant is not exercisable for, or controvertible into, any shares of Common Stock, and the Holder may not purchase any shares of Common Stock under this Warrant, prior to the Exercise Date.

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

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

Exercise. This Warrant may be exercised prior In order to its expiration pursuant exercise this Option with respect to Section 2.5 hereof by all or any part of the Holder Shares for which this Option is at any the time or from time exercisable, Optionee must take the following actions: (a) Execute and deliver to time during the Exercise Period, by submitting Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of subscription Notice of Exercise attached hereto as Appendix A; and (b) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (i) Cash or check made payable to the Company; or (ii) A promissory note payable to the Company, but only to the extent authorized by the Company. Should the Common Stock be registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “"Exchange Act") at the time the Option is exercised, then the Exercise Notice”Price may also be paid as follows: (iii) duly executed In shares of Common Stock held by Optionee for the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (iv) To the extent the Option is exercised for vested Shares, through a special sale and remittance procedure pursuant to which Optionee shall concurrently provide irrevocable instructions (a) to a Company-approved brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the Holder, Company by reason of such exercise; and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale (a "cashless exercise transaction"). For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issuable upon exercise of this Option in a cashless exercise transaction shall be deemed to have been acquired at its the time this Option was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issuable upon exercise of this Option in a cashless exercise transaction shall be deemed to have commenced on the date this Option was issued. (v) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option by payment of cash, the Optionee may elect to receive shares equal to the value (as determined below) of this Option (or the portion thereof being canceled) by surrender of this Option at the principal office, indicating whether office of the Holder is electing Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to purchase the Optionee a specified number of shares by paying of Common Stock computed using the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five formula: X = Y (5A-B) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for A Where X = the number of shares of Common Stock equal (without giving effect to any adjustment therein) be issued to the Optionee Y = the number of such shares called for on of Common Stock purchasable under the face Option or, if only a portion of this Warrant minus the number Option is being exercised, the portion of the Option being canceled (at the date of such shares calculation) A = the Fair Market Value of one share of the Company's Common Stock (without giving effect at the date of such calculation) B = Exercise Price (as adjusted to any adjustment thereinthe date of such calculation) (c) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of Federal and State securities laws. (d) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for which this Warrant shall have been exercisedthe satisfaction of all Federal, State and local income and employment tax withholding requirements applicable to the Option exercise, if any. (e) If requested, execute and deliver to the Company a written statement as provided for in Paragraph 11 hereof.

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

Exercise. This Warrant may be exercised prior In order to its expiration pursuant exercise this Option with respect to Section 2.5 hereof by all or any part of the Holder Shares for which this Option is at any the time or from time exercisable, Optionee must take the following actions: (a) Execute and deliver to time during the Exercise Period, by submitting Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of subscription Notice of Exercise attached hereto as Appendix A; and (b) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (i) Cash or check made payable to the Company; or (ii) A promissory note payable to the Company, but only to the extent authorized by the Company. Should the Common Stock be registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “"Exchange Act") at the time the Option is exercised, then the Exercise Notice”Price may also be paid as follows: (iii) duly executed In shares of Common Stock held by Optionee for the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (iv) To the extent the Option is exercised for vested Shares, through a special sale and remittance procedure pursuant to which Optionee shall concurrently provide irrevocable instructions (a) to a Company-approved brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the Holder, Company by reason of such exercise; and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale (a "cashless exercise transaction"). For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issuable upon exercise of this Option in a cashless exercise transaction shall be deemed to have been acquired at its the time this Option was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issuable upon exercise of this Option in a cashless exercise transaction shall be deemed to have commenced on the date this Option was issued. (v) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option by payment of cash, the Optionee may elect to receive shares equal to the value (as determined below) of this Option (or the portion thereof being canceled) by surrender of this Option at the principal office, indicating whether office of the Holder is electing Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to purchase the Optionee a specified number of shares by paying of Common Stock computed using the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five formula: X = Y (5A-B) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for --------- A Where X = the number of shares of Common Stock equal (without giving effect to any adjustment therein) be issued to the Optionee Y = the number of such shares called for on of Common Stock purchasable under the face Option or, if only a portion of this Warrant minus the number Option is being exercised, the portion of the Option being canceled (at the date of such shares calculation) A = the Fair Market Value of one share of the Company's Common Stock (without giving effect at the date of such calculation) B = Exercise Price (as adjusted to any adjustment thereinthe date of such calculation) (c) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of Federal and State securities laws. (d) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for which this Warrant shall have been exercisedthe satisfaction of all Federal, State and local income and employment tax withholding requirements applicable to the Option exercise, if any. (e) If requested, execute and deliver to the Company a written statement as provided for in Paragraph 11 hereof.

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

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

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

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

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

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

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”a) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant Option Shares shall be deemed exercised for “Nonvested Shares” unless and until they have become “Vested Shares,” as defined in the Notice of Grant. The Option shall in all purposes as of events terminate at the close of business on the day Expiration Date set forth in the Notice of Grant. Subject to other terms and conditions set forth herein, including, but not limited to, Section 3(d) of this Agreement, the Option may be exercised in cumulative installments in accordance with the vesting schedule set forth in the Notice of Grant, provided that you remain in the employ of or a service provider to the Company or its Subsidiaries until the applicable dates set forth therein. (b) Subject to the relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. No less than 100 Vested Shares may be purchased at any one time unless the number purchased is the total number of Vested Shares at that time purchasable under the Option. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. (c) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business or shall be effectuated on which any electronic platform provided by or at the Holder has delivered the Exercise Notice to direction of the Company. The Aggregate Exercise Price, if any, of the Option shall be paid made by delivery to the Company by you (or other person entitled to exercise the Option as provided hereunder) of (i) an executed Notice of Stock Option Exercise in the form provided by the Company, and (ii) 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 Committee, (i) in cash, by certified or official bank check or by wire transfer of immediately available funds, (ii) by delivery to the Company within five (5) Business Days of a number of shares of Stock having a Fair Market Value as of the date of exercise and prior equal to the time Exercise Price, (iii) by net issue exercise, pursuant to which the Company issues will issue to you a number of shares of Stock as to which the certificates evidencing Option is exercised, less a number of shares with a Fair Market Value as of the shares issuable upon such date of exercise equal to the Exercise Price, (iv) if the Stock is readily tradable on a national securities market, through a “cashless exercise” in accordance with a Company-established policy or program for the same, or (v) any combination of the foregoing. In No fraction of a share of Stock shall be accepted by the event this Warrant is not exercised Company in fullpayment of the Exercise Price. (e) If you are on leave of absence for any reason, the Company may, at in its expensesole discretion, require determine that you will be considered to still be in the Holderemploy of or providing services for the Company, after such partial exercise, to promptly return this Warrant provided that rights to the Company and Option will be limited to the Company will forthwith issue and deliver extent to which those rights were earned or upon vested when the order leave of absence began. Notwithstanding the preceding sentence, if the Option is intended to be an incentive stock option designed pursuant to section 422 of the Holder a new Warrant or Warrants of like tenorCode, then in the name of the Holder or as the Holder (upon payment addition to being approved by the Holder Company, such leave must also meet the requirements of any applicable transfer taxes) may requestTreasury Regulation Section 1.421-1(h)(2), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedas applicable.

Exercise. This Warrant (a) The Option shall be exercisable during Employee’s lifetime only by Employee or by his guardian or legal representative, and after Employee’s death only by the person or entity entitled to do so under Optionee’s last will and testament or applicable interstate law. Subject to the provisions of Section 7(b) below, the Option may only be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time delivery to time during the Exercise Period, by submitting the form Company of subscription attached hereto a written notice of such exercise (the “Exercise Notice”), which notice shall specify the number of Option Shares to be purchased (the “Purchased Shares”) duly executed and the aggregate Exercise Price for such shares; provided, however, that payment of such aggregate Exercise Price may be made, in whole or in part, by one or more of the following means: (i) in full in cash, at or before the time the Company delivers the Option Shares; (ii) the Employee irrevocably authorizing a broker approved in writing by the Holder, Company to sell Option Shares to be acquired through exercise of the Option and remitting to the Company at its principal officea sufficient portion of the sale proceeds to pay the entire exercise price and any federal and state withholding resulting from such exercise (a “Cashless Exercise”); provided, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided however, that, notwithstanding anything in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant Agreement to the net contrary, (A) the Company shall only deliver such Option Shares at or after the time the Company receives full payment for such Option Shares, (B) the exercise provisions of Section 2.3. On or before price for such Option Shares will be due and payable to the first Trading Day Company no later than one business day following the date on which the Company has proceeds from the sale of the underlying Option Shares are received by the Exercise Noticeauthorized broker, (C) in no event will the Company directly or indirectly extend or maintain credit, arrange for the extension of credit or renew any extension of credit, in the form of a personal loan or otherwise, in connection with a Cashless Exercise and (D) in no event shall transmit the recipient of an Award enter into any agreement or arrangement with a brokerage or similar firm in which the proceeds received in connection with a Cashless Exercise will be received by electronic mail an acknowledgement or advanced to such recipient before the date the shares underlying the Award are delivered or released by the Company; (iii) the delivery to the Company of confirmation a certificate or certificates representing shares of receipt Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the Exercise Notice. Subject to Section 2.4aggregate Fair Market Value (as defined in the Plan) thereof on the date of such exercise), this Warrant shall be deemed exercised for all purposes as provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (iv) “pyramiding” of shares issuable upon exercise of the close Option, provided that the Company is not prohibited from purchasing or acquiring shares of business on the day on which the Holder has delivered the Exercise Notice Common Stock. (b) Notwithstanding any provision of this Agreement to the Company. The Aggregate contrary: (i) payment of the aggregate Exercise PricePrice for such shares and the optionee’s tax withholding obligation, if any, with respect to such shares shall be paid by wire transfer to the Company within five (5) Business Days of due the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal underlying the Option are delivered; and (without giving effect ii) in no event shall the Company issue or deliver the Option Shares before the Company receives payment for the Option Shares pursuant to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedSection 7.”

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

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

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

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

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

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

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

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

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

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

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

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

Exercise. This Warrant may be exercised prior In order to its expiration pursuant exercise this Option with respect to Section 2.5 hereof by all or any part of the Holder Shares for which this Option is at any the time or from time exercisable, Optionee must take the following actions: (a) Execute and deliver to time during the Exercise Period, by submitting Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of subscription Notice of Exercise attached hereto as Appendix A; and (b) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (i) Cash or check made payable to the Company; or (ii) A promissory note payable to the Company, but only to the extent authorized by the Company. Should the Common Stock be registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “"Exchange Act") at the time the Option is exercised, then the Exercise Notice”Price may also be paid as follows: (iii) duly executed In shares of Common Stock held by Optionee for the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (iv) To the extent the Option is exercised for vested Shares, through a special sale and remittance procedure pursuant to which Optionee shall concurrently provide irrevocable instructions (a) to a Company-approved brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the Holder, Company by reason of such exercise; and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale (a "cashless exercise transaction"). For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issuable upon exercise of this Option in a cashless exercise transaction shall be deemed to have been acquired at its the time this Option was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issuable upon exercise of this Option in a cashless exercise transaction shall be deemed to have commenced on the date this Option was issued. (v) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option by payment of cash, the Optionee may elect to receive shares equal to the value (as determined below) of this Option (or the portion thereof being canceled) by surrender of this Option at the principal office, indicating whether office of the Holder is electing Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to purchase the Optionee a specified number of shares by paying of Common Stock computed using the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for formula: Where X = the number of shares of Common Stock equal (without giving effect to any adjustment therein) be issued to the Optionee Y = the number of such shares called for on of Common Stock purchasable under the face Option or, if only a portion of this Warrant minus the number Option is being exercised, the portion of the Option being canceled (at the date of such shares calculation) A = the Fair Market Value of one share of the Company's Common Stock (without giving effect at the date of such calculation) B = Exercise Price (as adjusted to any adjustment thereinthe date of such calculation) (c) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of Federal and State securities laws. (d) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for which this Warrant shall have been exercisedthe satisfaction of all Federal, State and local income and employment tax withholding requirements applicable to the Option exercise, if any. (e) If requested, execute and deliver to the Company a written statement as provided for in Paragraph 11 hereof.

Exercise. This The purchase rights set forth in this Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof are exercisable by the Holder Warrantholder, in whole or in part, at any time time, or from time to time during time, prior to the Exercise Periodexpiration of the term set forth in Section 2, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, tendering to the Company at its principal officeoffice a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), indicating whether duly completed and executed. Promptly upon receipt of the Holder is electing to purchase a specified number Notice of shares by paying Exercise and the Aggregate Exercise payment of the Purchase Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to accordance with the net exercise provisions of Section 2.3. On or before terms set forth below, and in no event later than ten (10) days (three (3) days, if the first Trading Day following the date on which the Company has received the Exercise NoticeCompany’s securities are then publicly traded) thereafter, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice issue to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder Warrantholder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof certificate for the number of shares of Common Preferred Stock equal purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (without giving effect to any adjustment thereinthe “Acknowledgment of Exercise”) to indicating the number of such shares called which remain subject to future purchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for on the face shares of Preferred Stock to be exercised under this Warrant minus and, if applicable, a new warrant of like tenor representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant (including the number of shares to be cancelled in payment of the Purchase Price). A = the fair market value of one (1) share of Preferred Stock at the time of issuance of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedof Preferred Stock.

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

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof The purchase rights set forth in this Agreement are exercisable by the Holder Warrantholder, in whole or in part, at any time time, or from time to time during time, prior to the Exercise Periodexpiration of the term set forth in Section 2, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, tendering to the Company at its principal officeoffice a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), indicating whether duly completed and executed. Promptly upon receipt of the Holder is electing to purchase Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) business days thereafter or, if earlier, the closing of a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise NoticeMerger Event, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of issue, at the Exercise Notice. Subject to Section 2.4Company’s expense, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder Warrantholder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof certificate for the number of shares of Common Stock equal purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (without giving effect to any adjustment thereinthe “Acknowledgment of Exercise”) to indicating the number of such shares called for on which remain subject to future purchases under the face Warrant, if any. The delivery by the Warrantholder of the Notice of Exercise and the payment of the Purchase Price as provided above shall constitute the Warrantholder’s certification to the Company that the Warrantholder’s representations contained in Section 10 of this Agreement are true and correct as of the exercise date as if remade in their entirety (or, in the case of any transferee Warrantholder, such transferee Warrantholder’s certification to the Company that such representations are true and correct as to such transferee Warrantholder as of the exercise date). The delivery by the Company of the Acknowledgement of Exercise as provided above shall constitute the Company’s certification to the Warrantholder that the Company’s representations contained in Section 9 of this Agreement are true and correct as of the exercise date as if remade in their entirety. Except as expressly set forth in this Agreement, the Warrantholder shall not be required to deliver this Agreement in order to effect an exercise of the Warrant minus hereunder. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Stock in accordance with the following formula: X = Y(A-B) Where: X = the number of such shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Agreement. A = the then-current fair market value of one (without giving effect to any adjustment therein1) for which this Warrant shall have been exercisedshare of Common Stock at the time of exercise.

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

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

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

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

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

Exercise. This Warrant The Option shall be exercisable during Participant’s lifetime only by Participant or by his or her guardian or legal representative, and after Participant’s death only by the person or entity entitled to do so under Participant’s last will and testament or applicable intestate law. Options may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time in whole or from time to time during the Exercise Periodin part, by submitting the form giving written notice of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, exercise to the Company at its principal office, indicating whether specifying the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price to be purchased as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt 5.4(c) of the Exercise NoticePlan. Subject to Section 2.4, this Warrant Payment of the purchase price shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice made in full concurrently with such exercise by (a) cash or certified check payable to the Company. The Aggregate Exercise Price, (b) if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in fullthen prohibited from purchasing or acquiring shares of Common Stock, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of with shares of Common Stock equal (without giving effect that have been held by the Participant for the requisite period necessary to any adjustment therein) avoid a charge to the number Company’s earnings for financial reporting purposes, delivered in lieu of cash and valued at their Fair Market Value on the date of exercise; (c) through a “same day sale” commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. (the “NASD Dealer”) whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares called to forward the exercise price directly to the Company or (d) any combination of the foregoing. The delivery of certificates representing the shares of Common Stock to be purchased pursuant to the exercise of an Option will be contingent upon receipt from the Participant (or a purchaser acting in his stead in accordance with the provisions of the Option) by the Company of the full purchase price for on the face of this Warrant minus the number of such shares (without giving effect to and the fulfillment of any adjustment therein) for which this Warrant shall have been exercisedother requirements contained in the Option or applicable provisions of laws.

Exercise. This Warrant (a) The Option shall be exercisable during Optionee’s lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee’s death only by the person or entity entitled to do so under Optionee’s last will and testament or applicable interstate law. Subject to the provisions of Section 4(b) below, the Option may only be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time delivery to time during the Exercise Period, by submitting the form Company of subscription attached hereto a written notice of such exercise (the “Exercise Notice”), which notice shall specify the number of Option Shares to be purchased (the “Purchased Shares”) duly executed and the aggregate Exercise Price for such shares; provided, however, that payment of such aggregate Exercise Price may be made, in whole or in part, by one or more of the following means: (i) in full in cash, at or before the time the Company delivers the Option Shares; (ii) the recipient of the Option irrevocably authorizing a broker approved in writing by the Holder, Company to sell Option Shares to be acquired through exercise of the Option and remitting to the Company at its principal officea sufficient portion of the sale proceeds to pay the entire exercise price and any federal and state withholding resulting from such exercise (a “Cashless Exercise”); provided, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided however, that, notwithstanding anything in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant Agreement to the net contrary, (A) the Company shall only deliver such Option Shares at or after the time the Company receives full payment for such Option Shares, (B) the exercise provisions of Section 2.3. On or before price for such Option Shares will be due and payable to the first Trading Day Company no later than one business day following the date on which the Company has proceeds from the sale of the underlying Option Shares are received by the Exercise Noticeauthorized broker, (C) in no event will the Company directly or indirectly extend or maintain credit, arrange for the extension of credit or renew any extension of credit, in the form of a personal loan or otherwise, in connection with a Cashless Exercise and (D) in no event shall transmit the recipient of an Award enter into any agreement or arrangement with a brokerage or similar firm in which the proceeds received in connection with a Cashless Exercise will be received by electronic mail an acknowledgement or advanced to such recipient before the date the shares underlying the Award are delivered or released by the Company; and/or (iii) the delivery to the Company of confirmation a certificate or certificates representing shares of receipt Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the Exercise Notice. Subject aggregate Fair Market Value (as defined in the Plan) thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. (b) Notwithstanding any provision of this Agreement to Section 2.4, this Warrant shall be deemed exercised for all purposes as the contrary: (i) payment of the close of business on aggregate Exercise Price for such shares and the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Priceoptionee’s tax withholding obligation, if any, with respect to such shares shall be paid by wire transfer to the Company within five (5) Business Days of due the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal underlying the Option are delivered; and (without giving effect ii) in no event shall the Company issue or deliver the Option Shares before the Company receives payment for the Option Shares pursuant to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedSection 4.”

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

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof The purchase rights set forth in this Agreement are exercisable by the Holder Warrantholder, in whole or in part, at any time time, or from time to time during time, prior to the Exercise Periodexpiration of the term set forth in Section 2, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, tendering to the Company at its principal officeoffice a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), indicating whether duly completed and executed. Promptly upon receipt of the Holder is electing to purchase Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) business days thereafter or, if earlier, the closing of a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise NoticeMerger Event, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of issue, at the Exercise Notice. Subject to Section 2.4Company’s expense, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder Warrantholder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof certificate for the number of shares of Common Stock equal purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (without giving effect to any adjustment thereinthe “Acknowledgment of Exercise”) to indicating the number of such shares called for on which remain subject to future purchases under the face Warrant, if any. The delivery by the Warrantholder of the Notice of Exercise and the payment of the Purchase Price as provided above shall constitute the Warrantholder’s certification to the Company that the Warrantholder’s representations contained in Section 10 of this Agreement are true and correct as of the exercise date as if remade in their entirety (or, in the case of any transferee Warrantholder, such transferee Warrantholder’s certification to the Company that such representations are true and correct as to such transferee Warrantholder as of the exercise date). The delivery by the Company of the Acknowledgement of Exercise as provided above shall constitute the Company’s certification to the Warrantholder that the Company’s representations contained in Section 9 of this Agreement are true and correct as of the exercise date as if remade in their entirety. Except as expressly set forth in this Agreement, the Warrantholder shall not be required to deliver this Agreement in order to effect an exercise of the Warrant minus hereunder. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Stock in accordance with the following formula: X = Y(A-B) Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of exercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (i) (a) at all times when the Common Stock shall be traded on a national securities exchange, the last reported sale price reported on such national securities exchange before the day the current fair market value of the securities is being determined or (b) at all times when the Common Stock shall not be traded on a national securities exchange, but is traded OTC or by some other similar public means, the average of the closing bid and asked prices over the three (3) trading day period ending before the day the current fair market value of the securities is being determined; (ii) if the exercise is in connection with a Merger Event, the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the outstanding shares of Common Stock upon the closing of such Merger Event as determined in reasonable good faith by the Company’s Board of Directors; or (without giving effect iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in reasonable good faith by the Company’s Board of Directors. In the event of Section 3(a)(ii) or 3(a)(iii) above, the Company’s Board of Directors shall prepare a certificate, to any adjustment thereinbe signed by an authorized officer of the Company, setting forth in reasonable detail the basis for and method of determination of the fair market value of a share of Common Stock. The Company’s Board of Directors will also certify to the Warrantholder that this per share fair market value will be applicable to all holders of the Company’s Common Stock. Such certifications must be made to the Warrantholder, in the event of Section 3(a)(ii) for which above, at least ten (10) business days prior to the proposed effective date of Merger Event, and in the event of Section 3(a)(iii), promptly after exercise of this Warrant. Upon partial exercise by either cash or Net Issuance, upon request by the Warrantholder and surrender of all or a portion of the Warrant prior to the expiration or earlier termination hereof, the Company shall have been exercisedpromptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. This The purchase rights set forth in this Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof are exercisable by the Holder Warrantholder, in whole or in part, at any time time, or from time to time during time, prior to the Exercise Periodexpiration of the term set forth in Section 2, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, tendering to the Company at its principal officeoffice a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), indicating whether duly completed and executed. Promptly upon receipt of the Holder is electing to purchase a specified number Notice of shares by paying Exercise and the Aggregate Exercise payment of the Purchase Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to accordance with the net exercise provisions of Section 2.3. On or before terms set forth below, and in no event later than ten (10) days (three (3) days, if the first Trading Day following the date on which the Company has received the Exercise NoticeCompany’s securities are then publicly traded) thereafter, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice issue to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder Warrantholder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof certificate for the number of shares of Common Preferred Stock equal purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (without giving effect to any adjustment thereinthe “Acknowledgment of Exercise”) to indicating the number of such shares called which remain subject to future purchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for on the face shares of Preferred Stock to be exercised under this Warrant minus and, if applicable, a new warrant of like tenor representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(AB) A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant (including the number of shares to be cancelled in payment of the Purchase Price). A = the fair market value of one (1) share of Preferred Stock at the time of issuance of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedof Preferred Stock.

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

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

Exercise. (a) This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time from and after the Original Issuance Date and before XXXXXX, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 3001 Bee Caves Road, Suite 250, Austin, Texas 78746, with the subscripxxxx xxxx xxxx xxxxxxxx, xxxxxxxx xxxx xxxxxxx xx xn amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of this amount may be made at Holder's choosing either (1) by payment in cash or by corporate check, payable to the order of the Company, or (2) through a cashless exercise. At any time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the HolderHolder may, to the Company at its principal officeoption, indicating whether exercise this Warrant on a cashless basis by exchanging this Warrant, in whole or in part (a "Warrant Exchange"), into the Holder is electing to purchase a specified number of shares of Common Stock determined in accordance with this Section 1(a) by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise surrendering this Warrant as at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Holder's intent to a specified effect such exchange, the number of shares pursuant Warrant Shares to the net exercise provisions of Section 2.3. On or before the first Trading Day following be exchanged and the date on which the Company has received Holder requests that such Warrant Exchange occur (the Exercise Notice"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 Company shall transmit by electronic mail an acknowledgement (the "Exchange Date"). Certificates for shares of confirmation Common Stock issuable upon such Warrant Exchange and, if applicable, a new Warrant of receipt like tenor evidencing the balance of the shares of Common Stock remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within three (3) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise NoticePrice by (B) the Fair Market Value. Subject to "Fair Market Value" shall have the meaning set forth in Section 2.41(b) below, except that for purposes hereof, the date of exercise, as used in such Section III, shall mean the Exchange Date. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date (the day on which "Share Delivery Date"), the Holder has delivered the Exercise Notice Company shall issue and deliver to the Company. The Aggregate Exercise Priceperson or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, if anytogether with cash, shall be paid by wire transfer in lieu of any fraction of a share, equal to such fraction of the Company within five (5) Business Days of then Fair Market Value on the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares one full share of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedStock.

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

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

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

Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”a) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant Option Shares shall be deemed exercised for “nonvested shares” unless and until they have become “Vested Shares” as set forth in the Notice of Grant. The Option shall in all purposes as of events terminate at the close of business on the day on which Expiration Date specified in the Holder has delivered Notice of Grant. Subject to other terms and conditions set forth herein, the Option may be exercised in cumulative installments in accordance with the vesting schedule set forth in the Notice of Grant, provided that you remain in the employ of the Company or a Subsidiary, as provided in the Plan, until the applicable dates set forth therein. (b) Subject to the relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. 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 the Company’s principal place of business in a form as may be designated by the Company, including any electronic form and shall be made by delivery to the Company by you (or other person entitled to exercise the Option as provided hereunder) of (i) an executed “Notice of Stock Option Exercise,” and (ii) payment of the aggregate purchase price for shares purchased pursuant to the exercise. (d) Your payment of the Exercise Notice to the Company. The Aggregate Exercise Price, if any, Price shall be paid made in cash, by personal check, by certified or official bank check or by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedimmediately available funds.

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

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

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

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

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

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

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

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

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

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

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

Exercise. This a) Exercise of the purchase rights represented by this Class W-1 Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder made, in whole or in part, at any time or from time to time during times on or after the Initial Exercise Period, Date and on or before the Termination Date by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at its principal office, indicating whether the address of the Holder is electing to purchase a specified number of shares by paying appearing on the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt books of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as Company) of a duly executed facsimile copy (or e-mail attachment) of the close Notice of business on the day on which the Holder has delivered the Exercise Notice to the CompanyForm annexed hereto. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five Within two (52) Business Days of following the date of exercise and prior as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. Partial exercises of this Class W-1 Warrant resulting in purchases of a portion of the total number of Warrant Securities available hereunder shall have the effect of lowering the outstanding number of Warrant Securities purchasable hereunder in an amount equal to the time the Company issues the certificates evidencing the shares issuable upon such exerciseapplicable number of Warrant Securities purchased. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company The Holder and the Company will forthwith issue shall maintain records showing the number of Warrant Securities purchased and the date of such purchases. The Company shall deliver any objection to or upon the order any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Class W-1 Warrant, acknowledge and agree that, by reason of the Holder provisions of this paragraph, following the purchase of a new Warrant or Warrants of like tenor, in the name portion of the Holder or as Warrant Securities hereunder, the Holder (upon payment by number of Warrant Securities available for purchase hereunder at any given time may be less than the Holder of any applicable transfer taxes) may request, calling in the aggregate amount stated on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercisedhereof.