Common use of Full Exercise Clause in Contracts

Full Exercise. (a) The Holder may effect a cash exercise of the Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A attached thereto, duly executed by such Holder, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price multiplied by the number of Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (b) The Holder may effect a cashless exercise of the Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Market which is published in The Wall Street Journal for the 10 trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (a) The A Holder may effect a cash exercise of any of the Representative's Warrants or the Underlying Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A 1 attached thereto, duly --------- executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price")of such Warrant Securities, subject to any adjustments provided for in this Agreement. The aggregate purchase price hereunder for each Holder shall be equal to the Exercise Price exercise price for such Warrant Securities as set forth in Article 6 multiplied by the number of Underlying Warrants, Underlying Warrant Shares or Shares, as applicable, that are the subject of each Holder's Representative's Warrant (as adjusted as hereinafter provided). (b) The Holder may effect a cashless exercise In lieu of the Warrants payment of the Share Exercise Price or the Underlying Warrant Share Exercise Price, as the case may be, in the manner required by delivering Section 3.1(a), the Warrant Certificate Holder shall have the right to pay such exercise price for the shares of Common Stock being so purchased by the surrender to the Company together with a Subscription in the form of Exhibit B attached thereto, duly executed by any exercisable but unexercised portion of such Holder's Representative's Warrants or Underlying Warrants, in which as the case no payment of cash will be required. Upon may be, having a then Value (as defined below) equal to such cashless exercise, exercise price multiplied by the number of Shares to be shares of Common Stock being purchased by each Holder shall be determined by dividing: upon such exercise ("Cashless Exercise Right"). The sum of (i) the number obtained by multiplying of shares of Common Stock being purchased upon exercise of the non-surrendered portion of the Representative's Warrants or the Underlying Warrants, as the case may be, pursuant to this Cashless Exercise Right and (ii) the number of Shares that are shares of Common Stock underlying the subject portion of each Holderthe warrants being so surrendered, shall not in any event be greater than the total number of shares of Common Stock purchasable upon the complete exercise of the warrants being so surrendered, if the Share Exercise Price or the Underlying Warrant Share Exercise Price, as the case may be, were paid in cash. The Value of the portion of the Representative's Warrant Certificate Warrants or Underlying Warrants, as the case may be, being surrendered shall equal the remainder derived from subtracting (1) the Share Exercise Price or the Underlying Share Exercise Price, as the case may be, multiplied by the amount, if any, by which number of shares of Common Stock underlying the then portion of the warrants being so surrendered from (2) the Market Value (as hereinafter defineddefined below) exceeds the Purchase Price; by (ii) the then per of a share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction Common Stock multiplied by the Market Valuenumber of shares of Common Stock underlying the portion of the warrants being so surrendered. The "Market Value" Value shall be determined on a per Share share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: (ax) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ Nasdaq National Market or SmallCap Market, the average closing sale price quoted on such exchange or the NASDAQ Nasdaq National Market or SmallCap Market which that is published in The Wall Street --------------- Journal for the 10 ten trading days immediately preceding the date of exercise, or ------- if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (by) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded. The Cashless Exercise Right may be exercised by the Holder by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit 2 attached thereto, --------- duly executed by such Holder, in which case no payment of cash will be required.

Full Exercise. (ai) The Holder hereof may effect a cash exercise of the Common Stock Representative Warrants and/or the Warrant Representative Warrants and/or the Underlying Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Section six (6) hereof multiplied by the number of Warrants, Underlying Warrants or Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Common Stock Representative Warrants and/or the Underlying Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Valuepurchase price. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" Value shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: : (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal THE WALL STREET JOURNAL for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (ai) The Holder hereof may effect a cash exercise of the Common Stock Underwriter Warrants and/or the Warrant Underwriter Warrants and/or the Underlying Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Section six (6) hereof multiplied by the number of Warrants, Underlying Warrants or Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Common Stock Underwriter Warrants and/or the Underlying Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Valuepurchase price. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" Value shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: : (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (a) The Holder may effect a cash exercise of the Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A attached thereto, duly executed by such Holder, at any time prior to during the Expiration Timeperiod commencing on the first anniversary of the First Closing Date and expiring upon the fifth anniversary of the First Closing Date, at the Company's ’s principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "“Aggregate Price"”), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price multiplied by the number of Shares that are the subject of each Holder's ’s Warrant (as adjusted as hereinafter provided). (b) The Holder may effect a cashless exercise of the Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's ’s Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "“Market Value" ” shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Marketan inter-dealer quotation system, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Market inter-dealer quotation system which is published in The Wall Street Journal for the 10 trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "“Pink Sheets" ” published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (ai) The Holder may effect a cash exercise of the Common Stock Underwriter Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such Holder, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Section six (6) hereof multiplied by the number of Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Common Stock Underwriter Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market ValueValue or Purchase Price, whichever is greater. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" Value shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: : (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal THE WALL STREET JOURNAL for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (ai) The Holder may effect a cash exercise of the Placement Agent Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached theretoto the Warrant Certificate, duly executed by such Holder, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Section 6 of this Agreement multiplied by the number of Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder may effect a cashless exercise of the Placement Agent Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached theretoto the Warrant Certificate, duly executed by such the Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which that the then Market Value (as hereinafter defined) at the time of exercise exceeds the Purchase Price; by (ii) the then per share Market ValueValue or Purchase Price, whichever is greater. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" Value shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (ai) The Holder may effect a cash exercise of the Common Stock Underwriter Warrants and/or the Warrant Underwriter Warrants and/or the Underlying Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Section six (6) hereof multiplied by the number of Warrants, Underlying Warrants or Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Common Stock Underwriter Warrants and/or the Underlying Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market ValueValue or Purchase Price, whichever is greater. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" Value shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: : (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal THE WALL STREET JOURNAL for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (ai) The Holder hereof may effect a cash exercise of the Common Stock Representative Warrants and/or the Warrant Representative Warrants and/or the Underlying Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Article 6 hereof multiplied by the number of Warrants, Underlying Warrants, Underlying Warrant Shares or Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Common Stock Representative Warrants and/or the Underlying Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares or Underlying Warrant Shares, as the case may be, that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value sum of (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Market which is published in The Wall Street Journal for the 10 trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.1)

Full Exercise. (a) The Holder may effect a cash exercise of the Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A attached thereto, duly executed by such Holder, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price multiplied by the number of Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (b) The Holder may effect a cashless exercise of the Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Market which is published in The Wall Street Journal for the 10 trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC 8935\5\912646.1 Bulletin Board or in the "Pink Sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (a) The This Warrant may be exercised in full by the Holder may effect a cash exercise upon surrender of this Warrant, with the Warrants subscription agreement required by surrendering the Company, in the form attached hereto as Exhibit A, duly completed and executed by the Holder, to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A attached thereto, duly executed by such Holder, at any time prior to the Expiration Time, at the Company's its principal office, accompanied by payment in cash or by certified or official bank check payable to the order payment, as permitted below, of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price multiplied by the number of Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (b) The Holder may effect a cashless exercise of the Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject shares of each Holder's Class A Common Stock for which this Warrant Certificate is then exercisable by the amountPurchase Price then in effect. (b) Payment for the Class A Common Stock may be made wholly or partly in cash or by allowing the Company to deduct from the number of shares of Class A Common Stock, if anydeliverable upon exercise of this Warrant, by a number of such shares which the then has an aggregate Fair Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" shall be determined on a per Share basis as of the close date of exercise of this Warrant equal to the aggregate Purchase Price of the business day preceding Class A Common Stock. (c) Fair Market Value of a share of Class A Common Stock as of the date of exercise, which determination exercise of this Warrant (the "Determination Date") shall be made as follows: (a) if mean: a. If the Common Stock is listed for trading on a national or regional stock exchange or is included on underlying the NASDAQ National Market or SmallCap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Market which is published in The Wall Street Journal for the 10 trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Class A Common Stock is not so listedtraded on an exchange, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as is quoted on the National Association of Securities Dealer's OTC Bulletin Board Dealers, Inc. Automated Quotation ("NASDAQ") National Market System, then the average of the closing or in the "Pink Sheets" published by the National Daily Quotation Bureau last sale price, respectively, reported for the first day five (5) business days immediately preceding the date of exercise on which Determination Date. b. If the Common Stock underlying the Class A Common Stock is tradednot traded on an exchange or on the NASDAQ National Market System but is traded in the over-the-counter market, "pink sheets" or other similar organization (including the Bulletin Board), then the average of the closing bid and asked prices (or, if such prices are not available, then the last sale price) reported for the five (5) business days in which trading has occurred immediately preceding the Determination Date. c. If the Common Stock underlying the Class A Common Stock is not traded as provided above, then the price shall be determined in good faith by the Board of Directors of the Company whose determination shall be final.

Full Exercise. (a) The Holder may effect a cash exercise of the Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A attached thereto, duly executed by such Holder, at any time prior to the Expiration Time, at the Company's ’s principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "“Aggregate Price"”), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price multiplied by the number of Shares that are the subject of each Holder's ’s Warrant (as adjusted as hereinafter provided). (b) The Holder may effect a cashless exercise of the Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's ’s Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "“Market Value" ” shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Market which is published in The Wall Street Journal for the 10 trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "“Pink Sheets" ” published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (ai) The Holder hereof may effect a cash exercise of the Common Stock Underwriter Warrants and/or the Warrant Underwriter Warrants and/or the Underlying Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Section six (6) hereof multiplied by the number of Warrants, Underlying Warrants or Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Warrants and/or the Underlying Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Units or Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Units or Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market ValueValue or Purchase Price, whichever is greater. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: , (a) if the Units or Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Unit or Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Unit or Common Stock was so reported; or (b) if the Unit or Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (ai) The Holder hereof may effect a cash exercise of the Common Stock Representative Warrants and/or the Warrant Representative Warrants and/or the Underlying Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Section six (6) hereof multiplied by the number of Warrants, Underlying Warrants or Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Common Stock Representative Warrants and/or the Underlying Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Valuepurchase price. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" Value shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: : (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so 4 listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (ai) The Holder hereof may effect a cash exercise of the Common Stock Representative Warrants and/or the Warrant Representative Warrants and/or the Underlying Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Section six (6) hereof multiplied by the number of Warrants, Underlying Warrants or Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Common Stock Representative Warrants and/or the Underlying Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Valuepurchase price. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" Value shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: : (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (ai) The Holder may effect a cash exercise of the Common Stock Underwriter Warrants and/or the Warrant Underwriter Warrants and/or the Underlying Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such Holder, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Section six (6) hereof multiplied by the number of Warrants, Underlying Warrants or Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Common Stock Underwriter Warrants and/or the Underlying Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market ValueValue or Purchase Price, whichever is greater. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" Value shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: : (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal THE WALL STREET JOURNAL for the 10 three (3) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (a) The A Holder may effect a cash exercise of any of the Representative's Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A 1 attached thereto, duly executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price")of such Warrant Securities, subject to any adjustments provided for in this Agreement. The aggregate purchase price hereunder for each Holder shall be equal to the Exercise Price multiplied by the number of Shares that are the subject of exercise price for each Holder's Warrant Unit (as adjusted as hereinafter provided). (b) The Holder may effect a cashless exercise In lieu of the Warrants payment of the Representative Warrant Exercise Price in the manner required by delivering Section 3.1(a), the Warrant Certificate Holder shall have the right to pay such exercise price for the shares of Units being so purchased by the surrender to the Company together with a Subscription in the form of Exhibit B attached thereto, duly executed by any exercisable but unexercised portion of such Holder, in which case no payment of cash will be required. Upon 's Representative's Warrants having a then Value (as defined below) equal to such cashless exercise, exercise price multiplied by the number of Shares to be Units being purchased by each Holder shall be determined by dividing: upon such exercise ("Cashless Exercise Right"). The sum of (i) the number obtained by multiplying of Units being purchased upon exercise of the non-surrendered portion of the Common Stock Representative's Warrants or the Underlying Warrants, as the case may be, pursuant to this Cashless Exercise Right and (ii) the number of Shares that are shares of Common Stock underlying the subject portion of each Holderthe warrants being so surrendered, shall not in any event be greater than the total number of shares of Common Stock purchasable upon the complete exercise of the warrants being so surrendered, if the Share Exercise Price or the Underlying Warrant Share Exercise Price, as the case may be, were paid in cash. The Value of the portion of the Common Stock Representative's Warrant Certificate Warrants or Underlying Warrants, as the case may be, being surrendered shall equal the remainder derived from subtracting (1) the Share Exercise Price or the Underlying Share Exercise Price, as the case may be, multiplied by the amount, if any, by which number of shares of Common Stock underlying the then portion of the warrants being so surrendered from (2) the Market Value (as hereinafter defineddefined below) exceeds the Purchase Price; by (ii) the then per of a share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction Common Stock multiplied by the Market Valuenumber of shares of Common Stock underlying the portion of the warrants being so surrendered. The "Market Value" Value shall be determined on a per Share share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: (ax) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ Nasdaq National Market or SmallCap Market, the average closing sale price quoted on such exchange or the NASDAQ Nasdaq National Market or SmallCap Market which that is published in The Wall Street Journal for the 10 ten trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (by) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded. The Cashless Exercise Right may be exercised by the Holder by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit 2 attached thereto, duly executed by such Holder, in which case no payment of cash will be required.

Full Exercise. (a) The This Warrant may be exercised by the Holder may effect a cash exercise hereof in whole by the surrender of the Warrants by surrendering to the Company the this Warrant Certificate, together with a Subscription and delivery of an executed Notice of Exercise in the form of Exhibit A attached thereto, appended hereto duly executed by such Holder, Holder to the Company at its principal office at any time prior to or times within the Expiration Time, at the Company's principal officeperiod specified above, accompanied by payment in cash for the Common Stock as to which this Warrant is being exercised by wire transfer to an account designated by the Company or by certified or official bank check payable check. Alternatively, the Holder hereof may elect to exercise the rights represented by this Warrant in whole by the surrender of this Warrant and delivery of an executed Notice of Exercise specifying that the value (as determined below) of this Warrant shall be the consideration for the shares of Common Stock, in which event the Company shall issue to the order Holder a number of shares of Common Stock computed using the Company in the amount of the aggregate purchase price following formula: X = Y (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price multiplied by A-B) ------- A Where: X = the number of Shares that are the subject shares of each Holder's Warrant (as adjusted as hereinafter provided). (b) The Holder may effect a cashless exercise of the Warrants by delivering the Warrant Certificate Common Stock to be issued to the Company together with a Subscription in the form of Exhibit B attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, Y = the number of Shares to be purchased by each Holder shall be determined by dividing: (i) the number obtained by multiplying the number shares of Shares that are the subject Common Stock issuable upon exercise of each Holder's this Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" shall be determined on a per Share basis as of the close of the business day preceding the date of exercisedelivery of the Notice of Exercise. A = the current fair market value of one share of Common Stock. B = Warrant Price. As used herein, which determination shall be made as follows: (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Market which is published in The Wall Street Journal for the 10 trading days immediately preceding the date of exercise, or if no trade current fair market value of the Common Stock shall have been reported during such period, mean the last sale price so quoted for numerical average of fair market value per share of Common Stock over a period of 21 days consisting of the next day prior thereto on which a trade in the Notice of Exercise is received by the Company and the 20 consecutive business days prior to such day. The fair market value per share of Common Stock for any day shall mean the average of the closing prices of the Company's Common Stock sold on all securities exchanges on which the Common Stock was so reported; may at the time be listed or (b) as quoted on the Nasdaq National Market, or, if there have been no sales on any such exchange or any such quotation on any day, the average of the highest bid and lowest asked prices on all such exchanges or such System at the end of such day, or, if on any day the Common Stock is not so listed, admitted to trading or includedthe average of the representative bid and asked prices quoted in the Nasdaq system as of 4:00 p.m., New York City time, or, if on any day the Common Stock is not quoted in the Nasdaq system, the average of the closing highest reported bid and lowest reported ask asked price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or such day in the "Pink Sheets" published domestic over-the-counter market as reported by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which Bureau, Incorporated, or any similar successor organization. If at any time the Common Stock is tradednot listed on any securities exchange or quoted in the Nasdaq system or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors of the Company. Notwithstanding the foregoing, if the Company shall engage in an Acquisition Transaction, the current fair market value of the Common Stock shall be determined with reference to the value ascribed to the Company by the terms of the Acquisition Transaction.

Full Exercise. (ai) The Holder hereof may effect a cash exercise of the Common Stock Underwriter Warrants and/or the Warrant Underwriter Warrants and/or the Underlying Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Section six (6) hereof multiplied by the number of Warrants, Underlying Warrants or Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Common Stock Underwriter Warrants and/or the Underlying Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market ValueValue or Purchase Price, whichever is greater. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" Value shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: : (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal THE WALL STREET JOURNAL for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (ai) The Holder hereof may effect a cash exercise of the Common Stock Representative Warrants and/or the Warrant Representative Warrants and/or the Underlying Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Article 6 hereof multiplied by the number of Warrants, Underlying Warrants or Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Common Stock Representative Warrants and/or the Underlying Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the Purchase Price plus the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market ValuePurchase Price. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" Value shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: : (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ Nasdaq National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ Nasdaq National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal for the 10 ten (10) trading days ----------------------- immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (a) The This Warrant may be exercised in full only by the Holder may effect a cash exercise by surrender of this Warrant, with the Warrants form of subscription agreement required by surrendering the Company, duly completed and executed by the Holder, to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A attached thereto, duly executed by such Holder, at any time prior to the Expiration Time, its principal office or at the Company's principal officeoffice of its Warrant agent (as provided in Section 6), accompanied by payment in cash or by certified or official bank check payable to the order payment, as permitted below, of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price multiplied by the number of Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (b) The Holder may effect a cashless exercise of the Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject shares of each Holder's Warrant Certificate Stock for which this Warrant is then exercisable by the amountPurchase Price then in effect. (b) Payment for the Warrant Stock may be made wholly or partly in cash or by allowing the Company to deduct from the number of shares of Warrant Stock, if anydeliverable upon exercise of this Warrant, by a number of such shares which the then has an aggregate Fair Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" shall be determined on a per Share basis as of the close date of exercise of this Warrant equal to the aggregate Purchase Price of the business day preceding Warrant Stock. (c) Fair Market Value of a share of Warrant Stock as of the date of exercise, which determination exercise of this Warrant (the "Determination Date") shall be made as follows: mean: (ad) if If the Common Warrant Stock is listed for trading traded on a national or regional stock an exchange or is included on the NASDAQ National Market or SmallCap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Market which is published in The Wall Street Journal for the 10 trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board Dealers, Inc. Automated Quotation ("NASDAQ ") National Market System, then the average of the closing or in the "Pink Sheets" published by the National Daily Quotation Bureau last sale price, respectively, reported for the first day five business days immediately preceding the date of exercise on which Determination Date. (e) If the Common Warrant Stock is tradednot traded on an exchange or on the NASDAQ National Market System but is traded in the over-the-counter market, "pink sheets" or other similar organization (including the Bulletin Board), then the average of the closing bid and asked prices (or, if such prices are not available, then the last sale price) reported for the five (5) days in which trading has occurred immediately preceding the Determination Date. (f) If the Warrant Stock is not traded as provided above, then the price determined in good faith by the Board of Directors of the Company whose determination shall be final.

Full Exercise. (ai) The Holder hereof may effect a cash exercise of the Common Stock Underwriter Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Section six (6) hereof multiplied by the number of Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Common Stock Underwriter Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: then (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal THE WALL STREET JOURNAL for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (a) The Holder may effect a cash exercise of the Common Stock Representative Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A attached thereto, duly executed by such Holder, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price multiplied by the number of Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (b) The Holder hereof may effect a cashless exercise of the Common Stock Representative Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Market which is published in The Wall Street Journal for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (ai) The Holder may effect a cash exercise of the Common Stock Underwriter Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such Holder, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Section six (6) hereof multiplied by the number of Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Common Stock Underwriter Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: then (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (a) The Holder may effect a cash exercise of the Common Stock Representative Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit EXHIBIT A attached thereto, duly executed by such Holder, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate PriceAGGREGATE PRICE"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price multiplied by the number of Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (b) The Holder hereof may effect a cashless exercise of the Common Stock Representative Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit EXHIBIT B attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market ValueMARKET VALUE" shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: per (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Market which is published in The Wall Street Journal THE WALL STREET JOURNAL for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink SheetsPINK SHEETS" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (ai) The Holder hereof may effect a cash exercise of the Common Stock Underwriter Warrants and/or the Warrant Underwriter Warrants and/or the Underlying Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A "A" attached thereto, duly executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price"), subject to any adjustments provided for in this Agreement. The aggregate price hereunder for each Holder shall be equal to the Exercise Price exercise price as set forth in Section six (6) hereof multiplied by the number of Warrants, Underlying Warrants or Shares that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (bii) The Holder hereof may effect a cashless exercise of the Common Stock Underwriter Warrants and/or the Underlying Warrants by delivering the Warrant Certificate to the Company together with a Subscription in the form of Exhibit B "B" attached thereto, duly executed by such Holder, in which case no payment of cash will be required. Upon such cashless exercise, the number of Shares to be purchased by each Holder hereof shall be determined by dividing: (i) the number obtained by multiplying the number of Shares that are the subject of each Holder's Warrant Certificate by the amount, if any, by which the then Market Value (as hereinafter defined) exceeds the Purchase Price; by (ii) the then per share Market Valuepurchase price. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction multiplied by the Market Value. The "Market Value" Value shall be determined on a per Share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: : (a) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ National Market or SmallCap Small-Cap Market, the average closing sale price quoted on such exchange or the NASDAQ National Market or SmallCap Small-Cap Market which is published in The Wall Street Journal THE WALL STREET JOURNAL for the 10 ten (10) trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (b) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheetspink sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.

Full Exercise. (a) The A Holder may effect a cash exercise of any of the Common Stock Representative's Warrants or the Warrant Representative's Warrants and the Underlying Warrants by surrendering to the Company the Warrant Certificate, together with a Subscription in the form of Exhibit A 1 attached thereto, duly executed by such HolderHolder to the Company, at any time prior to the Expiration Time, at the Company's principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company in the amount of the aggregate purchase price (the "Aggregate Price")of such Warrant Securities, subject to any adjustments provided for in this Agreement. The aggregate purchase price hereunder for each Holder shall be equal to the Exercise Price exercise price for such Warrant Securities as set forth in Article 6 multiplied by the number of Underlying Warrants, Underlying Warrant Shares or Shares, as applicable, that are the subject of each Holder's Warrant (as adjusted as hereinafter provided). (b) The Holder may effect a cashless exercise In lieu of the Warrants payment of the Share Exercise Price or the Underlying Warrant Share Exercise Price, as the case may be, in the manner required by delivering Section 3.1(a), the Warrant Certificate Holder shall have the right to pay such exercise price for the shares of Common Stock being so purchased by the surrender to the Company together with a Subscription in the form of Exhibit B attached thereto, duly executed by any exercisable but unexercised portion of such Holder's Common Stock Representative's Warrants or Underlying Warrants, in which as the case no payment of cash will be required. Upon may be, having a then Value (as defined below) equal to such cashless exercise, exercise price multiplied by the number of Shares to be shares of Common Stock being purchased by each Holder shall be determined by dividing: upon such exercise ("Cashless Exercise Right"). The sum of (i) the number obtained by multiplying of shares of Common Stock being purchased upon exercise of the non-surrendered portion of the Common Stock Representative's Warrants or the Underlying Warrants, as the case may be, pursuant to this Cashless Exercise Right and (ii) the number of Shares that are shares of Common Stock underlying the subject portion of each Holderthe warrants being so surrendered, shall not in any event be greater than the total number of shares of Common Stock purchasable upon the complete exercise of the warrants being so surrendered, if the Share Exercise Price or the Underlying Warrant Share Exercise Price, as the case may be, were paid in cash. The Value of the portion of the Common Stock Representative's Warrant Certificate Warrants or Underlying Warrants, as the case may be, being surrendered shall equal the remainder derived from subtracting (1) the Share Exercise Price or the Underlying Share Exercise Price, as the case may be, multiplied by the amount, if any, by which number of shares of Common Stock underlying the then portion of the warrants being so surrendered from (2) the Market Value (as hereinafter defineddefined below) exceeds the Purchase Price; by (ii) the then per of a share Market Value. In no event shall the Company be obligated to issue any fractional securities and, at the time it causes a certificate or certificates to be issued, it shall pay the Holder in lieu of any fractional securities or shares to which such Holder would otherwise be entitled, by the Company check, in an amount equal to such fraction Common Stock multiplied by the Market Valuenumber of shares of Common Stock underlying the portion of the warrants being so surrendered. The "Market Value" Value shall be determined on a per Share share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows: (ax) if the Common Stock is listed for trading on a national or regional stock exchange or is included on the NASDAQ Nasdaq National Market or SmallCap Market, the average closing sale price quoted on such exchange or the NASDAQ Nasdaq National Market or SmallCap Market which that is published in The Wall Street Journal for the 10 ten trading days immediately preceding the date of exercise, or if no trade of the Common Stock shall have been reported during such period, the last sale price so quoted for the next day prior thereto on which a trade in the Common Stock was so reported; or (by) if the Common Stock is not so listed, admitted to trading or included, the average of the closing highest reported bid and lowest reported ask price as quoted on the National Association of Securities Dealer's OTC Bulletin Board or in the "Pink Sheets" published by the National Daily Quotation Bureau for the first day immediately preceding the date of exercise on which the Common Stock is traded.reported