Common use of Issuance of Warrant Clause in Contracts

Issuance of Warrant. The Company will issue to the Lender at the closing of the Loan a Common Stock Purchase Warrant (the "Warrant") to purchase common stock of Company in the form attached hereto as Exhibit C, appropriately completed as follows: (a) The number of shares for which the Warrant shall be exercisable shall be equal to the product of the Loan Amount and 2.0 multiplied by a fraction, the numerator of which is $1.00 and the denominator of which shall be equal to the average closing bid price of the Company’s common stock for a period of 20 consecutive trading days prior to the Closing Date (the “Average Trading Price”). However, in the event that all or any portion of the Loan, all or any portion of the accrued Interest thereon and all other sums due hereunder and under the Note, have not been received by Lender on or before the date that is two hundred and forty (240) days following the Loan Closing Date, the number of shares for which the Warrant shall be exercisable shall increase by ten percent (10%) per each thirty (30) day period or part thereof until the Loan and all accrued Interest are paid in full. The additional warrants shall herein be defined as the “Default Warrants” and the exercise price of the additional shares for which the Warrant shall be exercisable pursuant to the foregoing sentence shall be $0.01 per share. (b) Fifty percent (50%) of the shares for which the Warrant shall be exercisable shall have an exercise price equal to the Average Trading Price. The remaining shares for which the Warrant shall be exercisable shall have an exercise price equal to the product of the Average Trading Price and 1.5.; (c) The date of the Warrant shall be the Loan Closing Date.

Issuance of Warrant. The Company will issue to the Lender at the closing of the Loan a Common Stock Purchase Warrant (the "Warrant") to purchase common stock of Company in the form attached hereto as Exhibit C, appropriately completed as follows: (a) The number of shares for which the Warrant shall be exercisable shall be equal to the product of the Loan Amount and 2.0 1.5 multiplied by a fraction, the numerator of which is $1.00 and the denominator of which shall be equal to the average closing bid price of the Company’s common stock for a period of 20 consecutive trading days prior to the Closing Date (the “Average Trading Price”). However, in the event that all or any portion of the Loan, all or any portion of the accrued Interest thereon and all other sums due hereunder and under the Note, have not been received by Lender on or before the date that is two three hundred and forty sixty (240360) days following the Loan Closing Date, the number of shares for which the Warrant shall be exercisable shall increase by ten percent (10%) per each thirty (30) day period or part thereof until the Loan and all accrued Interest are paid in full. The additional warrants shall herein be defined as the “Default Warrants” and the exercise price of the additional shares for which the Warrant shall be exercisable pursuant to the foregoing sentence shall be $0.01 per share. (b) Fifty percent (50%) of the shares for which the Warrant shall be exercisable shall have an exercise price equal to the Average Trading Price. The remaining shares for which the Warrant shall be exercisable shall have an exercise price equal to the product of the Average Trading Price and 1.5.; (c) The date of the Warrant shall be the Loan Closing Date.

Issuance of Warrant. The Company will Guarantor shall issue to warrants in the Lender at form of Exhibit B (each a “Warrant” and, collectively, the closing of the Loan a Common Stock Purchase Warrant (the "Warrant"“Warrants”) to purchase shares of common stock of Company stock, par value $0.01 per share (“Common Stock”) as provided in the form attached hereto as Exhibit C, appropriately completed as follows: (a) The number of shares for which the Warrant shall be exercisable shall be equal to the product of the Loan Amount and 2.0 multiplied by a fraction, the numerator of which is $1.00 and the denominator of which shall be equal to the average closing bid price of the Company’s common stock for a period of 20 consecutive trading days prior to the Closing Date (the “Average Trading Price”)this Section 13. However, in the event that all or any portion of the Loan, all or any portion of the accrued Interest thereon and all other sums due hereunder and under the Note, have not been received by Lender on or before On the date that is two hundred and forty (240) days following 30 Trading Days after the Loan applicable Closing, the Guarantor will issue to each of the Lenders who participated in such Closing Date, a Warrant for the purchase of the number of shares for which of Common Stock equal to the Warrant shall be exercisable shall increase following: (i) the principal amount of all Loans made by ten percent such Lender divided by (10%ii) per each thirty (30) day period or part thereof until the Loan and all accrued Interest are paid in full. The additional warrants shall herein be defined as the “Default Warrants” and the exercise volume weighted average closing price of the Common Stock on the Trading Market for the 20 trading days after the applicable Closing. The Warrant, and, upon the exercise of the Warrant, the shares of Common Stock issued to each Lender thereunder shall be duly authorized, fully paid and non-assessable. The issuance of the Warrants by the Guarantor to the Borrower shall be treated as a capital contribution to the Borrower and then a transfer of such Warrants by the Borrower to the Lender as additional shares for which fees or interest under this Agreement. Each Lender acknowledges that the Warrant shall be exercisable pursuant and the underlying shares of Common Stock are “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”). Each Lender agrees that, as a condition to the foregoing sentence shall be $0.01 per share. (b) Fifty percent (50%) being issues and such Warrant and, upon exercise of the Warrant, the shares for which of Common Stock underlying the Warrant, such Lender shall provide such other additional information about such Lender to Guarantor so that Guarantor may comply with applicable federal and state securities laws and that such Lender shall provide such representations and warranties so that Guarantor may issues such shares of Common stock in compliance with applicable federal and state securities laws, such as that such Lender is not taking such Warrant, or upon exercise of such Warrant, the shares of Common Stock underlying the Warrant shall be exercisable shall have an exercise price equal as part of a distribution of such shares and providing to Guarantor the Average Trading Price. The remaining shares tax identification number and other registration details for which the Warrant shall be exercisable shall have an exercise price equal to the product of the Average Trading Price and 1.5such shares.; (c) The date of the Warrant shall be the Loan Closing Date.

Issuance of Warrant. The Company will SmartServ agrees to issue to the Lender at the closing of the Loan DTN a Common Stock Purchase Warrant warrant (the "Warrant") to purchase common stock from SmartServ 300,000 duly authorized, validly issued, fully paid and nonassessable shares of Company Common Stock, par value $.01 per share, of SmartServ (the "Common Stock") at the purchase price per share of $8.60, at any time or from time to time prior to April 30, 2003 or the date one year after the Current Market Price (as hereinafter defined) of the Common Stock reaches $8.60 per share, whichever is earlier. SmartServ and DTN shall promptly negotiate in good faith and execute an agreement evidencing the form attached hereto Warrant, which shall contain such terms, conditions and adjustments as Exhibit Cmay reasonably be requested by the parties, appropriately completed as follows: (a) The including, but not limited to, antidilution adjustments to the number and kind of shares for which securities to be issued upon exercise of the Warrant and the exercise price. In addition, the Warrant shall be exercisable contain registration rights substantially similar to those attached to this Agreement as Exhibit A. For purposes of this paragraph, "Current Market Price" shall be mean, as of any date, the average daily Market Price (as hereinafter defined) during the period of the most recent 20 consecutive business days ending on such date. For purposes of this paragraph, "Market Price" shall mean, as of any date, the amount per share equal to (x) the product last sale price of shares of the Loan Amount and 2.0 multiplied by a fractionCommon Stock on such date or, if no such sale takes place on such date, the numerator average of which is $1.00 and the denominator of which shall be equal to the average closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchange on which the Common Stock is then listed or admitted to trading, or (y) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange but the Common Stock is designated as a national market system security by the NASD, the last trading price of the Company’s common stock for a period Common Stock on such date, or if the Common Stock is not so designated, the average of 20 consecutive trading days prior to the Closing Date (reported closing bid and asked prices thereof on such date as shown by the “Average Trading Price”). HoweverNASDAQ system or, if no shares thereof are then quoted in such system, as published by the event that all National Quotation Bureau, Incorporated or any portion successor organization, and in either case as reported by any member firm of the LoanNew York Stock Exchange selected by SmartServ. ****REPRESENTS MATERIAL REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, all or any portion of the accrued Interest thereon and all other sums due hereunder and under the Note, have not been received by Lender on or before the date that is two hundred and forty (240) days following the Loan Closing Date, the number of shares for which the Warrant shall be exercisable shall increase by ten percent (10%) per each thirty (30) day period or part thereof until the Loan and all accrued Interest are paid in full. The additional warrants shall herein be defined as the “Default Warrants” and the exercise price of the additional shares for which the Warrant shall be exercisable pursuant to the foregoing sentence shall be $0.01 per shareAS AMENDED. (b) Fifty percent (50%) of the shares for which the Warrant shall be exercisable shall have an exercise price equal to the Average Trading Price. The remaining shares for which the Warrant shall be exercisable shall have an exercise price equal to the product of the Average Trading Price and 1.5.; (c) The date of the Warrant shall be the Loan Closing Date.

Issuance of Warrant. The Company will SmartServ agrees to issue to the Lender at the closing of the Loan DTN a Common Stock Purchase Warrant warrant (the "Warrant") to purchase common stock from SmartServ 300,000 duly authorized, validly issued, fully paid and nonassessable shares of Company Common Stock, par value $.01 per share, of SmartServ (the "Common Stock") at the purchase price per share of $8.60, at any time or from time to time prior to April 30, 2003 or the date one year after the Current Market Price (as hereinafter defined) of the Common Stock reaches $8.60 per share, whichever is earlier. SmartServ and DTN shall promptly negotiate in good faith and execute an agreement evidencing the form attached hereto Warrant, which shall contain such terms, conditions and adjustments as Exhibit Cmay reasonably be requested by the parties, appropriately completed as follows: (a) The including, but not limited to, antidilution adjustments to the number and kind of shares for which securities to be issued upon exercise of the Warrant and the exercise price. In addition, the Warrant shall be exercisable contain registration rights substantially similar to those attached to this Agreement as Exhibit A. For purposes of this paragraph, "Current Market Price" shall be mean, as of any date, the average daily Market Price (as hereinafter defined) during the period of the most recent 20 consecutive business days ending on such date. For purposes of this paragraph, "Market Price" shall mean, as of any date, the amount per share equal to (x) the product last sale price of shares of the Loan Amount and 2.0 multiplied by a fractionCommon Stock on such date or, if no such sale takes place on such date, the numerator average of which is $1.00 and the denominator of which shall be equal to the average closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchange on which the Common Stock is then listed or admitted to trading, or (y) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange but the Common Stock is designated as a national market system security by the NASD, the last trading price of the Company’s common stock for a period Common Stock on such date, or if the Common Stock is not so designated, the average of 20 consecutive trading days prior to the Closing Date (reported closing bid and asked prices thereof on such date as shown by the “Average Trading Price”). HoweverNASDAQ system or, if no shares thereof are then quoted in such system, as published by the event that all National Quotation Bureau, Incorporated or any portion successor organization, and in either case as reported by any member firm of the Loan, all or any portion of the accrued Interest thereon and all other sums due hereunder and under the Note, have not been received New York Stock Exchange selected by Lender on or before the date that is two hundred and forty (240) days following the Loan Closing Date, the number of shares for which the Warrant shall be exercisable shall increase by ten percent (10%) per each thirty (30) day period or part thereof until the Loan and all accrued Interest are paid in full. The additional warrants shall herein be defined as the “Default Warrants” and the exercise price of the additional shares for which the Warrant shall be exercisable pursuant to the foregoing sentence shall be $0.01 per shareSmartServ. (b) Fifty percent (50%) of the shares for which the Warrant shall be exercisable shall have an exercise price equal to the Average Trading Price. The remaining shares for which the Warrant shall be exercisable shall have an exercise price equal to the product of the Average Trading Price and 1.5.; (c) The date of the Warrant shall be the Loan Closing Date.