Common use of Manner of Exercise Clause in Contracts

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article 12, (i) a written notice of the holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder a certificate or certificates representing the aggregate number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx 2281 Xxxxxxxxx Xxxxxx, BurbankXxxxx 000, California 91505Xx Xxxxxxx, or Xxxxxxxxxx 00000, xx at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holder. Payment of contrary, the Warrant Price Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Stock otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for all or any part of the number of shares of Warrant Series C Preferred Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder shall deliver to the Company at its office at 0000 Xxxxxxx 2 California Plaza, 000 Xxxxx Xxxxx Xxxxxx, Burbank00xx Xxxxx, California 91505Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at the office or agency designated by the Company pursuant to Article 12Section 11, (i) a written notice of the holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Series C Preferred Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder a certificate or certificates representing the aggregate number of full shares of Warrant Series C Preferred Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9Section 8, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Series C Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) or certified or official bank check, (4) or by transfer to the Company of shares of Common Series B Preferred Stock or Series C Preferred Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4)thereof. In the event of the application of shares of Common Series B Preferred Stock or Series C Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be stated value per share (as described in the average Market Price Company's Certificate of Incorporation, as amended) plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the Common Stock for date of such exercise, provided that no such credit shall be made with respect to any such dividends if the ten Trading Day period ending holder of such shares held such shares on the Trading Day immediately prior to the payment daterecord date therefor.

Manner of Exercise. From and after the date hereof and ------------------ until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder shall deliver to the Company at its office at 0000 Xxxxxxx 2 California Plaza, 000 Xxxxx Xxxxx Xxxxxx, BurbankXxx Xxxxxxx, California 91505Xxxxxxxxxx 00000, or at the office or agency designated by the Company pursuant to Article 12Section 11, (i) a written notice of the holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9Section 8, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) or certified or official bank check, (4) or by transfer to the Company of shares of Common Series B Preferred Stock or Series C Preferred Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4)thereof. In the event of the application of shares of Common Series B Preferred Stock or Series C Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price Initial Stated Value per share, in the case of the Common Stock for the ten Trading Day period ending on the Trading Day immediately any such application prior to the payment dateconsummation of the Recapitalization, or the Post-Recapitalization Stated Value per share, in the case of any such application after the consummation of the Recapitalization, in each case, plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to any such dividends if the holder of such shares held such shares on the record date therefor.

Manner of Exercise. From and after This Warrant may be exercised by the date Holder hereof and until 5:00 P.M., California time, (but only on the Expiration Date, but subject conditions hereinafter set forth) as to SECTION 2.4, the holder may exercise this Warrant for all or any part increment or increments of one thousand (1,000) Shares (or the balance of the number of shares of Warrant Stock purchasable hereunder. In order to exercise this WarrantShares if less than 1,000), in whole or in part, the holder shall deliver upon delivery to the Company at its office at the following address: 0000 Xxxxxxx XxxxxxXxxxxxxxx Xxxxxxxxxx Way, BurbankSarasota, California 91505Florida 34243 or such other address as the Company shall designate in a written notice to the Holder hereof, or of the Notice of Exercise in the form of Annex A hereto, duly completed and executed on behalf of the Holder, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the office or agency designated by option of the Company pursuant to Article 12Holder, (i) a written notice of the holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchasedby certified or bank check, (ii) payment by the surrender by the Holder for cancellation of Debentures or any portion thereof having an outstanding principal balance at least equal to the Warrant Price in the manner provided belowaggregate Exercise Price, and or (iii) this Warrantby a combination of (i) and (ii) above. Such notice shall be substantially in the form of the subscription form appearing at the end Upon exercise of this Warrant as EXHIBIT A, duly executed by or on behalf of the holder. Upon receipt thereofaforesaid, the Company shall, shall as promptly as practicable, and in any event within five ten (510) Business Days days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder of this Warrant a certificate or certificates representing for the aggregate total number of full shares of whole Shares for which this Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, is being exercised in such denomination or names and denominations as are requested by such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidHolder. If this Warrant shall have been be exercised in partwith respect to less than all of the Shares, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver Holder shall be entitled to the holder receive a new Warrant evidencing covering the rights number of the holder to purchase the unpurchased shares Shares in respect of which this Warrant Stock called for by this Warrantshall not have been exercised, which new Warrant shall in all other respects be identical with to this Warrant, or, at the request . The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the holder, appropriate notation may be made on issuance of this Warrant and or the same returned to the holder. Payment issuance of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued any Shares upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From Payment of the aggregate Option Price shall be made as described below. The exercise shall be made no sooner than 70 days following delivery by the Holder to Company of a “notice of intent” to exercise the Option. No sooner than 70 days following the receipt of such “notice of intent” and after upon the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for payment of all or any part a portion of the number of shares of Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article 12, (i) a written notice Option Price and delivery of the holder's election Election to exercise this WarrantPurchase, which notice shall specify the number of shares of Warrant Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the a form of the subscription form appearing at the end of this Warrant as EXHIBIT A, duly executed by or on behalf of the holder. Upon receipt thereofwhich is attached hereto, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or shall cause to be executed issued and deliver or cause to be delivered within ten business days to or upon the holder written order of the Holder, and in such name or names as the Holder may designate, a certificate or certificates representing for the aggregate number of full shares of Warrant Stock issuable Option Shares so purchased upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name each exercise of the holder or, subject to Article 9, and such other name as shall be designated in the noticeOption. This Warrant shall be deemed to have been exercised and such Such certificate or certificates shall be deemed to have been issued, issued and the holder or any other Person person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, securities as of the date which is 61 days following surrender of the noticeOption (or if less than the entire Option is exercised, together with upon the delivery of the new Option described below) and payment of the Warrant Price and this WarrantOption Price, are received by the Company as described above and all taxes required to be paid by the holderaforesaid, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of notwithstanding that the certificate or certificates representing Warrant Stock, deliver to such securities shall not actually have been delivered or that the holder a new Warrant evidencing the rights stock transfer books of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant Company shall in all other respects then be identical with this Warrant, orclosed. The Option shall be exercisable, at the request election of each Holder, either in full or from time to time in part and, in the event that a certificate evidencing the Option is exercised in respect of less than all of the holder, appropriate notation may be made on this Warrant and the same returned Option Shares specified therein at any time prior to the holderTermination Date, a new certificate evidencing the remaining portion of the Option shall be issued by the Company to such Holder. Payment of the Warrant Option Price shall may be made by either of the following, or a combination thereof, at the option election of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.Holder:

Manner of Exercise. From and after the Vesting Date unless cancelled prior to such date hereof and until 5:00 P.M., California New York City time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holder's Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in the manner provided below, cash or by wire transfer or cashier’s check drawn on a United States bank for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT AExhibit 1, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered deliv­ered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with Warrant has been exercised by payment to the payment Company of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidPrice. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may . The Holder shall be made on this Warrant and the same returned entitled to the holder. Payment of exercise the Warrant Price shall be made at notwithstanding the option commencement of any case under 11 U.S.C. § 101 et seq. (the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4“Bankruptcy Code”). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the application of shares of Common Stock Holder’s exercise right. The Company hereby waives to the payment fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the Warrant Priceexercise of the Warrant. The Company agrees, the amount to be credited without cost or expense to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior Holder, to the payment datetake or consent to any and all action necessary to effectuate relief under 11 U.S.C. § 362.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.6:00 p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver surrender this Warrant to the Company at its principal office at 0000 100 Xxxx Xxxxxxx Xxxxxx, BurbankXxxxx 000, California 91505Xxxxxx Xxxx, Xxxxxxxx, or at the office or agency designated by the Company pursuant to Article Section 12, (i) together with a written notice of the holder's Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in the manner provided below, and (iii) this Warrantcash or wire transfer or cashier’s check drawn on a United States bank. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to above, the Company shall, as promptly as practicable, and in any event within five (5) three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment cash or check or wire transfer of the Warrant Price funds and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment of Notwithstanding any provision herein to the Warrant Price contrary, the Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Stock otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx4540 Valerio Street, Burbank, California 91505, or at the office or agency designated by agxxxx xxxxxxxxxx xx the Company pursuant to Article 12, (i) a written notice of the holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder a certificate or certificates representing the aggregate number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for all or any part of the number of shares of Warrant Series D Preferred Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder shall deliver to the Company at its office at 0000 Xxxxxxx 2 California Plaza, 000 Xxxxx Xxxxx Xxxxxx, Burbank00xx Xxxxx, California 91505Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at the office or agency designated by the Company pursuant to Article 12Section 11, (i) a written notice of the holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Series D Preferred Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder a certificate or certificates representing the aggregate number of full shares of Warrant Series D Preferred Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9Section 8, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Series D Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) or certified or official bank check, (4) or by transfer to the Company of shares of Common Series B Preferred Stock or Series D Preferred Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4)thereof. In the event of the application of shares of Common Series B Preferred Stock or Series D Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be stated value per share (as described in the average Market Price Company's Certificate of Incorporation, as amended) plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the Common Stock for date of such exercise, provided that no such credit shall be made with respect to any such dividends if the ten Trading Day period ending holder of such shares held such shares on the Trading Day immediately prior to the payment daterecord date therefor.

Manner of Exercise. From and after the date hereof and until 5:00 P.M.Employee, California timeor Employee’s representative, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise 20% or more of the portion of this Warrant for all Option that has become vested under Section 3 of this Agreement by giving written notice to the Corporation at Spokane, Washington, attention of the Human Resources Department, or any part of by giving electronic notice in a manner approved by the Committee, specifying the election to exercise the Option, the number of shares Shares for which it is being exercised and the method of Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, payment for the holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article 12, (i) a written notice amount of the holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (ii) payment Purchase Price of the Warrant Price in the manner provided below, and (iii) Shares for which this WarrantOption is exercised. Such notice payment shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five made: (5a) Business Days thereafter, execute or cause to be executed and deliver or cause to be In United States dollars delivered to the holder a certificate or certificates representing the aggregate number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of exercise; or (b) If the certificate or certificates representing Warrant StockCommittee has established a broker-assisted cashless exercise program, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation payment may be made all or in part by delivery (on this Warrant a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the same returned sale proceeds to the holder. Payment Corporation in payment of the Warrant Price Purchase Price. The notice shall be made at signed by the option person or persons exercising this Option, and in the event this Option is being exercised by the representative of Employee, shall be accompanied by proof satisfactory to the Corporation of the holder by right of the representative to exercise the Option. No Share shall be issued until full payment has been made. The Corporation may permit such other payment forms as it deems appropriate (1) cashincluding the surrender of Shares in good form for transfer, (2) wire transfer to an account in a bank located in the United States designated for such purpose owned by the Company, (3) certified or official bank check, (4) transfer person exercising this Option and having an aggregate fair market value on the date of exercise equal to the Company of shares of Common StockPurchase Price), including shares subject to be issued upon applicable laws, regulations and rules. Notwithstanding anything to the contrary contained herein, the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event Option shall be subject to the terms of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment dateCorporation’s Xxxxxxx Xxxxxxx Policy.

Manner of Exercise. From and after the date hereof Second Funding Date and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx271 Route 46 West, BurbankFairfield, California 91505New Jersey 07004, or at the office or agency designated by the Company xxx xxxxxx xx xxxxxx xxxxxxxxxx xx xxx Xxxxxxy pursuant to Article Section 12, (i) a written notice of the holderHolder's of election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, Cash Or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If if this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holder. Payment of contrary, the Warrant Price Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or pail hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Stock otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof and until At any time prior to 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx000 Xxxxxxxx Xxxxx, BurbankXxxxx 000, California 91505Xxxxxxxx, Xxxxxxxxxx 00000, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in cash, by wire transfer or cashier's check drawn on a United States bank or by the manner provided below, Holder's surrender of Warrant Stock (or the right to receive such number of shares) having an aggregate Market Price equal to the Warrant Price for all shares being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five three (53) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holdercontrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this warrant. Payment of The Holder shall be entitled to exercise the Warrant Price shall be made at notwithstanding the option commencement of any case under 11 U.S.C. ss. 101 ET SEQ. (the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4"Bankruptcy Code"). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the application of shares of Common Stock Holder's exercise right. The Company hereby waives to the payment fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the Warrant Priceexercise of the Warrant. The Company agrees, the amount to be credited without cost or expense to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior Buyer, to the payment datetake or consent to any and all action necessary to effectuate relief under 11 U.S.C. ss. 362.

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for all or any part of the number of shares of Warrant Series D Preferred Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder shall deliver to the Company at its office at 0000 Xxxxxxx 0 Xxxxxxxxxx Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, Burbank00xx Xxxxx, California 91505Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at the office or agency designated by the Company pursuant to Article 12Section 11, (i) a written notice of the holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Series D Preferred Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder a certificate or certificates representing the aggregate number of full shares of Warrant Series D Preferred Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9Section 8, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Series D Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) or certified or official bank check, (4) or by transfer to the Company of shares of Common Series B Preferred Stock or Series D Preferred Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4)thereof. In the event of the application of shares of Common Series B Preferred Stock or Series D Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be stated value per share (as described in the average Market Price Company's Certificate of Incorporation, as amended) plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the Common Stock for date of such exercise, provided that no such credit shall be made with respect to any such dividends if the ten Trading Day period ending holder of such shares held such shares on the Trading Day immediately prior to the payment daterecord date therefor.

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for all (a) The Option can be exercised only by Employee or any part of the number of shares of Warrant Stock purchasable hereunder. In order to exercise this Warrantother proper party, in whole Common Shares, by delivering within the Option period written notice in person or in part, the holder shall deliver by certified mail to the Company at its principal office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at in the office or agency designated form to be provided by the Company at the time Employee desires to exercise. All notices to the Company shall be addressed to it at its office at 000 Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, 00000, Attn: Corporate Secretary, or to such other address or person as the Company may notify Employee from time to time. The notice shall be signed by the person entitled to exercise the Option and shall state, among other things, the number of Common Shares as to which the Option is being exercised, shall contain a representation and agreement as to the Employee’s investment intent with respect to the Common Shares in form satisfactory to the Company’s counsel (unless a Prospectus meeting applicable requirements of the Securities Act of 1933, as amended, is in effect for the Common Shares being purchased pursuant to Article 12exercise of this Option), (i) a written notice and be accompanied by payment in full of the holder's election Option price for all shares designated in the notice. All notices to Employee or other person or persons then entitled to exercise this WarrantOption shall be addressed to the Employee or such other person(s) at the Employee’s address specified below, which notice or to such other address as Employee or such person(s) may notify the Company from time to time. (b) Employee shall specify pay the number of shares of Warrant Stock Option Price for the Common Shares purchased in cash or by certified or bank cashier’s check. (c) Unless notified by the Company to be purchasedthe contrary, (ii) payment the Common Shares issuable on exercise of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice Option shall be substantially in deemed issued on the form of date specified by the subscription form appearing at the end of this Warrant as EXHIBIT ACompany, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause business days following the date that counsel for the Company determines that all requisite events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common Shares until it has confirmed to its satisfaction that all events requisite for exercise have been accomplished. Any notice of exercise shall be executed void and deliver or cause to be delivered to the holder a of no effect if all requisite events have not been accomplished. (d) The certificate or certificates representing for the aggregate number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, Common Shares as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and which this Option shall be exercised may be registered only in the name of the holder or, subject to Article 9, and such other name as shall be designated Employee (or if the Employee so requests in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issuednotice exercising this Option, and jointly in the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as name of the date Employee and with a member of the noticeEmployee’s family, together with the payment right of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrantsurvivorship, or (5) any combination of payment under items (1), (2), (3) or (4). In in the event of the application death of shares Employee, in the name of Common Stock to the payment such survivor of the Warrant Price, Employee as the amount person with the right to be credited to the payment of the Warrant Price for each share of Common Stock so applied exercise shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment datedesignate).

Manner of Exercise. From and after the date that is six (6) months after the date of issuance hereof and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4Date (the "Exercise Period"), the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHxxxxx's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (ii) payment of the Warrant Price in the manner as provided belowherein, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderits agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9, and Holder or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder Holder of record of such shares of Warrant Stock for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidabove. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, or at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment of the Warrant Price shall may be made at the option of the holder by Holder by: (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3i) certified or official bank checkcheck payable to the order of the Company, (4ii) wire transfer to the account of the Company or (iii) the surrender and cancellation of a portion of shares of Common Stock then held by the Holder or issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Current Market Price of the Common Stock, including . All shares to be issued of Common Stock issuable upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior fully paid and nonassessable and not subject to the payment dateany preemptive rights.

Manner of Exercise. From (a) Subject to Sections 3.02(b) and after 3.03, prior to the date hereof and until 5:00 P.M., California time, earlier of (x) the close of business on the Expiration Date and (y) the close of business on the Business Day prior to the Redemption Date, but subject to SECTION 2.4, the holder Warrants may exercise this Warrant for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to exercise this Warrant, be exercised by a Holder in whole full or in part, on any Business Day (the holder shall deliver “Exercise Date”), by (i) (x) delivery to the Company Warrant Agent at its office at 0000 Xxxxxxx Xxxxxxof the related Warrant Certificate, Burbankin the case of Warrants issued in certificated form, California 91505(y) delivery of the Warrant through the procedures of the Warrant Agent in the case of Warrants represented through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures or (z) delivery of the Warrant through the systems of the Depositary, in the case of Warrants issued in global form; (ii) delivery to the Warrant Agent of an election to purchase Warrant Shares in the applicable form included in Exhibit A (an “Exercise Notice”), duly completed and signed by the Holder; (iii) payment by check payable to the order of the Company or at by wire transfer of immediately available funds to an account of the office or agency Company (as designated by the Company by notice in writing to the Holders pursuant to Article 12, (iSection 8.04) a written notice of in an amount equal to the holder's election to exercise this Warrant, which notice shall specify Exercise Price multiplied by the number of shares Warrants so exercised; provided that if any of Warrant Stock to be purchased(i), (ii) payment or (iii) above has occurred on or after the close of business on any day, it shall instead be deemed to have occurred on the Warrant Price in immediately following Business Day; and provided further that the manner provided belowExercise Date shall be the first Business Day on which all of (i), (ii) and (iii) this above have occurred, as determined by the Company in consultation with the Warrant Agent. (b) In the case of a Global Warrant. Such notice , any Person with a beneficial interest in such Global Warrant shall be substantially effect compliance with the requirements in Section 3.04(a)(i), (ii) and (iii) above through the form relevant Agent Member in accordance with the procedures of the subscription form appearing at Depositary. If the end Warrants are received or deemed to be received after the earlier of this Warrant as EXHIBIT A, duly executed by or (x) the close of business on behalf the Expiration Date and (y) the close of business on the holder. Upon receipt thereofBusiness Day prior to the Redemption Date, the Company shall, as promptly as practicable, exercise thereof will be null and in void and any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be funds delivered to the holder a certificate Warrant Agent will be returned to the Holder as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or certificates representing attempted exercise of Warrants. (c) In the aggregate number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction case of a shareGlobal Warrant, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name whenever some but not all of the holder orWarrants represented by such Global Warrant are exercised in accordance with the terms thereof and of this Agreement, subject to Article 9, and such other name as shall be designated in the notice. This Global Warrant shall be deemed surrendered by the Holder to have been the Warrant Agent, which shall cause an adjustment to be made to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofore represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Holder or its nominee or custodian. (d) In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and such certificate or certificates of this Agreement, the Holder shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, orentitled, at the request of the holderHolder, appropriate notation may be made on this to receive from the Company within a reasonable time, and in any event not exceeding ten (10) Business Days, a new Definitive Warrant and in substantially identical form for the same returned number of Warrants equal to the holder. Payment number of Warrants theretofore represented by such Definitive Warrant less the number of Warrants then exercised. (e) If a Warrant Certificate shall have been exercised in full, the Warrant Price Agent shall promptly cancel such certificate following its receipt from the Holder or the Depositary, as applicable. (f) If a Common Stock Shelf Registration Statement is not effective at any time or from time to time for any reason, the right to exercise Warrants shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for automatically suspended until such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment dateShelf Registration Statement becomes effective as specified in Section 5.01.

Manner of Exercise. From and after At any time during the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4Exercise Period, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunderhereunder provided, however, that the Company shall only be required to issue shares to the extent such shares are required to be available for issuance pursuant to Section 7; and provided, further, however, that for all purposes hereunder other than its direct exercise for shares of Common Stock (including but not limited to for purposes of Section 4.8 and 16), this Warrant shall be deemed to be exercisable for the full amount of shares of Common Stock represented by this Warrant, without regard to the number of shares of Common Stock available or set aside for issuance upon such exercise. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 950 Xxxx Xxxxxxxx, Xxxxxxx XxxxxxXxxxxxx, Burbank, California 91505Michigan 48071, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderits duly appointed agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment of the Warrant Price shall be made at the option of the holder Holder by (1i) cash, (2ii) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3iii) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5iv) any combination of payment under items (1)the foregoing; provided, (2)however, (3) or (4). In that the event Holder shall have the right, at its election, in lieu of delivering the application Warrant Price in cash, to instruct the Company in the form of shares of Common Stock Subscription Notice to the retain, in payment of the Warrant Price, the amount to be credited to the payment a number of the Warrant Price for each share shares of Common Stock so applied shall be (the average Market "Payment Shares") equal to the quotient of the aggregate Warrant Price of the Common Stock for shares as to which this Warrant is then being exercised divided by the ten Trading Day period ending on the Trading Day immediately prior to the payment dateCurrent Market Price.

Manner of Exercise. From Subject to the Company's right to repurchase this Warrant in whole or in part set forth in Section 6, from and after the date hereof First Exercise Date and until 5:00 P.M., California New York City time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunderhereunder (in increments of not less than 100 shares of Common Stock unless fewer than 100 shares of Common Stock are then exercisable). In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Aggregate Exercise Price in the manner provided below, cash or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, of receipt of such notice the Company shall, as promptly as practicable, [and in any event within five three (53) Business Days thereafter, Days,] execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article 9Section 3, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with Warrant has been exercised by payment to the payment Company of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidAggregate Exercise Price. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx 4801 Xxxx 00xx Xxxxxx, BurbankXxxxx 000, California 91505Xxxxxxxxxxx, or Xxxxxxxxx 00000, xx at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holder. Payment of contrary, the Warrant Price Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Stock otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after At any time during the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4Exercise Period, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. hereunder provided, however, that the Company shall only be required to issue shares to the extent such shares are required to be available for issuance pursuant to Section 7; and provided, further, however, that for all purposes hereunder other than its direct exercise for shares of Common Stock (including but not limited to for purposes of Section 4.8 and 16), this Warrant shall be deemed to be exercisable for the full amount of shares of Common Stock represented by this Warrant, without regard to the number of shares of Common Stock available or set aside for issuance upon such exercise.. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 950 Xxxx Xxxxxxxx, Xxxxxxx XxxxxxXxxxxxx, Burbank, California 91505Michigan 48071, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderits duly appointed agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.representing

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx 916 Xxxxxx Xxxxxx, BurbankXxxxxxxx, California 91505, or Xxx Xxxx 00000 xx at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in the manner provided below, cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT A, Exhibit A duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holder. Payment of contrary, the Warrant Price Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon any Warrant Stock otherwise than in accordance with this Warrant. Simultaneously with the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment in full of the Warrant PricePrice may be made, at the amount to be credited to option of the Holder, (i) by payment of the Warrant Price for each share of Common Stock so applied in cash or by wire transfer or cashier's check drawn on a United States bank, (ii) by the surrender (which surrender shall be evidenced by cancellation of the average number of Warrants represented by any certificate(s) evidencing the Warrants (the "WARRANT CERTIFICATE") presented in connection with a Cashless Exercise of a Warrant or Warrants (represented by one or more Warrant Certificates), and without payment of the Warrant Price in cash, for such number of shares equal to the product of (1) the number of shares for which such Warrant is exercisable with payment in cash of the Warrant Price as of the date of exercise and (2) the Cashless Exercise Ratio or (iii) by any combination of (i) and (ii). For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Price per share of the Common Stock for the ten Trading Day period ending on the Trading Day date of exercise over the Warrant Price per share as of the date of exercise and the denominator of which is the Current Market Price per share of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with the immediately prior preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the Holder's option to elect a Cashless Exercise, the number of shares deliverable upon a Cashless Exercise shall be equal to the payment dateCashless Exercise Ratio multiplied by the product of (a) the number of Warrants that the Holder specifies is to be exercised pursuant to a Cashless Exercise and (b) the number of shares for which such Warrant is then exercisable (without giving effect to the Cashless Exercise option). All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby.

Manner of Exercise. From and after the date hereof Warrant Issuance Date and until 5:00 P.M., California New York City time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank or by the manner provided below, Holder's surrender of Warrant Stock (or the right to receive such number of shares) having an aggregate Market Price equal to the Warrant Price for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with Warrant has been exercised by payment to the payment Company of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidPrice. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof Issuance Date and until 5:00 P.M.p.m., California timeEastern Standard Time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder, subject to the further restriction in the next paragraph and in Section 2.6. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver surrender this Warrant to the Company at its principal office at 0000 Xxxxxxx Xxxxxx00000 Xxxxxx Xxxx, BurbankXxxxx, California 91505Xxxx 00000, or at the office or agency designated by the Company pursuant to Article Section 12, (i) together with a written notice of the holder's Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in the manner provided below, and (iii) this Warrantcash or wire transfer or cashier’s check drawn on a United States bank. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderhis agent or attorney. Upon receipt thereofof the items referred to above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment cash or check or wire transfer of the Warrant Price funds and this Warrant, are Warrant is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid, provided that if the Warrant is exercised in connection with a merger, reorganization or other Fundamental Corporate Change, such exercise may be made conditional upon the consummation of such event. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant StockShares, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment of Notwithstanding any provision herein to the Warrant Price contrary, the Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Shares otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx000 Xxxxx Xxxxxx Xxxx, BurbankSuite 100, California 91505Knoxville, Tennessee 37922 or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in the manner provided below, cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holder. Payment of contrary, the Warrant Price Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon any Warrant Stock otherwise than in accordance with this Warrant. Simultaneously with the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment in full of the Warrant PricePrice may be made, at the amount to be credited to option of the Holder, (i) by payment of the Warrant Price for each share of Common Stock so applied in cash or by wire transfer or cashier's check drawn on a United States bank, (ii) by the surrender (which surrender shall be the average Market Price evidenced by cancellation of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.number of Warrants represented by any

Manner of Exercise. From and after At any time during the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4Exercise Period, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. hereunder provided, however, that the Company shall only be required to issue shares to the extent such shares are required to be available for issuance pursuant to Section 7; and provided, further, however, that for all purposes hereunder other than its direct exercise for shares of Common Stock (including but not limited to for purposes of Section 4.8 and 16), this Warrant shall be deemed to be exercisable for the full amount of shares of Common Stock represented by this Warrant, without regard to the number of shares of Common Stock available or set aside for issuance upon such exercise.. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 950 Xxxx Xxxxxxxx, Xxxxxxx XxxxxxXxxxxxx, Burbank, California 91505Michigan 48071, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderits duly appointed agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment of the Warrant Price shall be made at the option of the holder Holder by (1i) cash, (2ii) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3iii) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5iv) any combination of payment under items (1)the foregoing; provided, (2)however, (3) or (4). In that the event Holder shall have the right, at its election, in lieu of delivering the application Warrant Price in cash, to instruct the Company in the form of shares of Common Stock Subscription Notice to the retain, in payment of the Warrant Price, the amount to be credited to the payment a number of the Warrant Price for each share shares of Common Stock so applied shall be (the average Market "Payment Shares") equal to the quotient of the aggregate Warrant Price of the Common Stock for shares as to which this Warrant is then being exercised divided by the ten Trading Day period ending on the Trading Day immediately prior to the payment dateCurrent Market Price.

Manner of Exercise. From and after the date hereof Issuance Date and until 5:00 P.M.p.m., California Little Rock time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver surrender this Warrant to the Company at its principal office at 0000 100 Xxxx Xxxxxxx Xxxxxx, BurbankXxxxx 000, California 91505Xxxxxx Xxxx, Xxxxxxxx 00000 or at the office or agency designated by the Company pursuant to Article Section 12, (i) together with a written notice of the holder's Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in the manner provided below, and (iii) this Warrantcash or wire transfer or cashier’s check drawn on a United States bank. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderhis agent or attorney. Upon receipt thereofof the items referred to above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment cash or check or wire transfer of the Warrant Price funds and this Warrant, are Warrant is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid, provided that if the Warrant is exercised in connection with a merger, reorganization or other Fundamental Corporate Change, such exercise may be made conditional upon the consummation of such event. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant StockShares, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment of Notwithstanding any provision herein to the Warrant Price contrary, the Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Shares otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder shall deliver to the Company at its office at 0000 Xxxxxxx 0 Xxxxxxxxxx Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, BurbankXxx Xxxxxxx, California 91505Xxxxxxxxxx 00000, or at the office or agency designated by the Company pursuant to Article 12Section 11, (i) a written notice of the holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9Section 8, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) or certified or official bank check, (4) or by transfer to the Company of shares of Common Series B Preferred Stock or Series C Preferred Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4)thereof. In the event of the application of shares of Common Series B Preferred Stock or Series C Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price Initial Stated Value per share, in the case of the Common Stock for the ten Trading Day period ending on the Trading Day immediately any such application prior to the payment dateconsummation of the Recapitalization, or the Post-Recapitalization Stated Value per share, in the case of any such application after the consummation of the Recapitalization, in each case, plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to any such dividends if the holder of such shares held such shares on the record date therefor.

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for all or any part of the number of shares of Warrant Series C Preferred Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder shall deliver to the Company at its office at 0000 Xxxxxxx 0 Xxxxxxxxxx Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, Burbank00xx Xxxxx, California 91505Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at the office or agency designated by the Company pursuant to Article 12Section 11, (i) a written notice of the holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Series C Preferred Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, take any and all actions, including the filing of an Information Statement on Form 14C with the Commission, necessary to execute or cause to be executed and deliver or cause to be delivered to the holder a certificate or certificates representing the aggregate number of full shares of Warrant Series C Preferred Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided, as soon as practicable after the receipt by the Company of a written notice of the holder's election to exercise this Warrant. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9Section 8, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Series C Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) or certified or official bank check, (4) or by transfer to the Company of shares of Common Series B Preferred Stock or Series C Preferred Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4)thereof. In the event of the application of shares of Common Series B Preferred Stock or Series C Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be stated value per share (as described in the average Market Price Company's Certificate of Incorporation, as amended) plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the Common Stock for date of such exercise, provided that no such credit shall be made with respect to any such dividends if the ten Trading Day period ending holder of such shares held such shares on the Trading Day immediately prior to the payment daterecord date therefor.

Manner of Exercise. From and after the date hereof Warrant Issuance Date and until 5:00 P.M., California New York City time, on the Expiration Date, but Holder, subject to SECTION 2.4the Vesting Schedule, the holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in the manner provided below, cash or by wire transfer or cashier's check drawn on a United States bank for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT AExhibit 1, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with Warrant has been exercised by payment to the payment Company of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidPrice. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may . The Holder shall be made on this Warrant and the same returned entitled to the holder. Payment of exercise the Warrant Price shall be made at notwithstanding the option commencement of any case under 11 U.S.C. ss. 101 et seq. (the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4"Bankruptcy Code"). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the application of shares of Common Stock Holder's exercise right. The Company hereby waives to the payment fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the Warrant Priceexercise of the Warrant. The Company agrees, the amount to be credited without cost or expense to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior Holder, to the payment datetake or consent to any and all action necessary to effectuate relief under 11 U.S.C. ss. 362.

Manner of Exercise. From and after the date hereof Issue Date and until 5:00 P.M.6:00 p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver surrender this Warrant to the Company at its principal business office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article Section 12, (i) together with a written notice of the holder's Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) and shall be accompanied by payment of the Exercise Price (a) in cash or wire transfer or cashier’s check drawn on a United States bank or (b) written direction to the Company to cancel a portion of this Warrant Price in sufficient to satisfy the manner provided below, and (iii) “cashless exercise” provisions of this WarrantSection 2.1. . Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to above, the Company shall, as promptly as practicable, and in any event within five (5) three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment cash or check or wire transfer of funds (or direction to cancel a portion of this Warrant pursuant to the Warrant Price “cashless exercise” provisions) and this Warrant, are Warrant is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. In lieu of payment of the Warrant Exercise Price shall be made at the option of the holder by (1) in cash, (2) wire transfer the Holder may direct the Company to an account in cancel a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer portion of this Warrant having a value equal to the Company Exercise Price for the number of shares of Common Stock, including shares Warrant Stock as to be issued upon which the exercise of Holder exercises this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In determined by multiplying the event of the application number of shares of Common Warrant Stock as to which this Warrant is directed to be cancelled by an amount equal to the payment of difference between (i) the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior date of exercise and (ii) the Exercise Price then in effect. Payment by such cancellation is referred to the payment dateherein as “cashless exercise.”

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California New York time, on the Expiration DateDate (the "Exercise Period"), but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder282,010 Common Shares. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx 294 Xxxxxxxxx Xxxxxx, BurbankSomerset, California 91505New Jersey 08873, or at the office or agency designated by the Company pursuant to Article Section 12, : (i) a written notice of the holder's election Holdxx'x xlection to exercise this Warrant, which notice shall specify the number of shares of Warrant Stock Common Shares to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Stock Common Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock share certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the cash or check or other payment of the Warrant Price as provided below and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant StockShares, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Stock Common Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment of the Warrant Price shall be made at the option Option of the holder Holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3i) certified or official bank check, and/or (4ii) transfer by Holdxx'x xurrender to the Company of that number of Warrant Shares (or the right to receive such number of shares) or Common Shares having an aggregate Current Market Price equal to or greater than the Current Warrant Price for all shares of Common Stock, then being purchased (including shares to be issued upon the exercise of this Warrantthose being surrendered), or (5iii) any combination thereof, duly endorsed by or accompanied by appropriate instruments of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment datetransfer duly executed by Holdxx xx by Holdxx'x xttorney duly authorized in writing.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx2875 Northeast 191 Street, BurbankSuite 400, California 91505Aventura, or at the office or agency designated by the Company pursuant to Article 12, Florida 33180 (i) a written notice of the holder's election to exercise this Warrantwrxxxxx xxxxxx xx Xxxxxx'x xxxxxxxx xx xxxxxxxx xxxx Xxxxxxx, which xhich notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, cash or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article 9Section 7 hereof, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holdercontrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment At any time prior to the Expiration Date, Holder may, at its option, exchange this Warrant, in whole or in part (a "Cashless Exchange"), into the number of shares of Warrant Stock determined in accordance with this Section 2.1, by surrendering this Warrant at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Holder's intent to effect such exchange, the number of shares of Warrant Stock to be exchanged and the date on which a Holder requests that such Cashless Exchange occur (the "Notice of Exchange"). The Cashless Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company or its stock transfer agent (the "Exchange Date"). Upon any such exchange, the amount paid for this Warrant shall be deemed to constitute payment of the par value of the Warrant Price shall be made at Shares so issued in exchange. Certificates for the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to issuable upon such Cashless Exchange and, if applicable, a new warrant of like tenor evidencing the payment balance of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share shares of Common Stock so applied remaining subject to this Warrant, shall be issued as of the average Exchange Date and delivered to the Holder as promptly as practicable following the Exchange Date. In connection with any Cashless Exchange, this Warrant shall represent the right to subscribe for and acquire the number of shares of Warrant Stock (rounded to the next highest integer) equal to (i) the number of shares of Warrant Stock specified by Holder in its Notice of Exchange (the "Total Number") less (ii) the number of shares of Warrant Stock equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the Current Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment dateExchange Date.

Manner of Exercise. From The Holder may at any time and from time to time, prior to a Termination Event and from and after the date hereof earliest of (a) one year from the Closing Date, (b) the occurrence of a Termination Event and until 5:00 P.M.(c) each respective Issue Date, California timeexercise the Warrants issued on such Issue Date evidenced by a Warrant Certificate, on the Expiration Dateany Business Day, but subject to SECTION 2.4, the holder may exercise this Warrant for all or any part of the number of shares of Warrant Series A Non-Voting Common Stock purchasable hereunderthereunder. In order to exercise this Warrantthe Warrants, in whole or in part, the holder a Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx000 Xxxxxxxxxx Xxxxx, BurbankXxxxx 000, California 91505Xxxxx, Xxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxx, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holdersuch Holder's election to exercise this Warrantthe Warrants, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrantthe Warrant Certificate or Warrant Certificates evidencing the Warrants. Such notice shall be substantially in the form of the subscription form of election to purchase appearing at the end of this the Warrant Certificate as EXHIBIT Exhibit A, duly executed by such Holder or on behalf of the holderits agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five three (53) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder such Holder a certificate or certificates representing the aggregate number of full shares of Warrant Series A Non-Voting Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant The Warrants shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the check or checks representing payment of the Warrant Price and this Warrantthe Warrant Certificate or Warrant Certificates, are is received by the Company as described above and all taxes required to be paid by the holdersuch Holder, if any, pursuant to Section 2.2 2.3 prior to the issuance of such shares of Warrant Stock have been paid. If this the Warrants evidenced by a Warrant Certificate shall have been exercised in partexercised, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant Certificate evidencing the rights of the holder Holder to purchase the unpurchased shares of Series A Non-Voting Common Stock represented by the old Warrant Stock called for by this WarrantCertificate, which new Warrant Certificate shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this old Warrant and the same returned Certificate. Notwithstanding any provision herein to the holder. Payment of contrary, the Warrant Price Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, (3) certified name of any Person who acquired any Warrant or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Stock otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment dateAgreement.

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California New York time, on the Expiration DateDate (the "Exercise Period"), but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunderShares. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx32000 Xxxxxx Xxxx, BurbankXxxxx, California 91505Xxxx 00000, or xx at the office or agency designated by the Company pursuant to Article Section 12, : (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Stock Common Shares to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Stock Common Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock share certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the cash or check or other payment of the Warrant Price as provided below and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant StockShares, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Stock Common Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment of the Warrant Price shall be made at the option of the holder Holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3i) certified or official bank check, and/or (4ii) transfer Holder's surrender to the Company of that number of Warrant Shares (or the right to receive such number of shares) or Common Shares having an aggregate Current Market Price equal to or greater than the Current Warrant Price for all shares of Common Stock, then being purchased (including shares to be issued upon the exercise of this Warrantthose being surrendered), or (5iii) any combination thereof, duly endorsed by or accompanied by appropriate instruments of payment under items (1), (2), (3) transfer duly executed by Holder or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment dateby Holder's attorney duly authorized in writing.

Manner of Exercise. From (a) Subject to Sections 3.02(b) and after 3.03, prior to the date hereof and until earlier of (x) 5:00 P.M., California time, p.m. New York City time on the Expiration Date and (y) 5:00 p.m. New York City time on the Business Day prior to the Redemption Date, but subject to SECTION 2.4, the holder Warrants may exercise this Warrant for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to exercise this Warrant, be exercised by a Holder in whole full or in part, on any Business Day (the holder shall deliver “Exercise Date”), by (i) (x) delivery to the Company Warrant Agent at its office at 0000 Xxxxxxx Xxxxxxof the related Warrant Certificate, Burbank, California 91505in the case of Warrants issued in certificated form, or (y) delivery of the Warrant through the systems of the Depositary, in the case of Warrants issued in global form; (ii) delivery to the Warrant Agent of an election to purchase Warrant Shares in the applicable form included in Exhibit A (an “Exercise Notice”), duly completed and signed by the Holder, which election form shall indicate whether such Holder is exercising the Over-Exercise Option (if before 5:00 p.m. New York City time on the Over- Exercise Termination Date) or the Over-Subscription Privilege (if after 5:00 p.m. New York City time on the Over-Exercise Termination Date); (iii) for exercises prior to 5:00 p.m. New York City Time on the Over- Exercise Termination Date, either, at the office Holder’s election, (x)(A) payment by check payable to the order of the Company or agency by wire transfer of immediately available funds to an account of the Company (as designated by the Company by notice in writing to the Holders pursuant to Article 12, (iSection 8.04) a written notice of in an amount equal to the holder's election to exercise this Warrant, which notice shall specify Exercise Price multiplied by the number of shares Warrants so exercised (rounded to the nearest cent. with half a cent being rounded upwards) or (B) surrendering notes of Warrant Stock to be purchased, an applicable series of Designated Notes (iiwith a principal amount of $1,000 or any whole multiple thereof) payment with a stated aggregate principal amount (regardless of the Warrant Price in the manner provided belowthen current market value of such Designated Notes), excluding any accrued and (iii) this Warrant. Such notice shall be substantially in the form unpaid interest, if any, as of the subscription form appearing applicable date of surrender, in an amount at least equal to the end Exercise Price multiplied by the number of Warrants so exercised (provided that notwithstanding anything to the contrary in this Warrant Agreement or the Warrants, for this purpose of this Warrant as EXHIBIT Aclause (iii)(x)(B), duly executed by or on behalf each principal amount of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder a certificate or certificates representing the aggregate number $1,000 of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9, and such other name as shall be designated in the notice. This Warrant Designated Notes shall be deemed to have been be equal to the aggregate Exercise Price in respect of 81 Warrants) (rounded to the nearest cent, with half a cent being rounded upwards), and (y) if the Over-Exercise Option is validly exercised, the Over- Exercise Price multiplied by the number of Warrants being so exercised (the amount pursuant to this clause (iii)(y) being payable, at the Holder’s election, by payment by check or wire transfer as aforesaid or by surrendering additional Designated Notes), in each case subject, in the case of Designated Notes held through the Depositary, to the Depositary’s applicable procedures and the relevant Holder effecting, or arranging for, the transfer of such certificate Designated Notes through the Depositary’s deposit and withdrawal at custodian (DWAC) system; (iv) for exercises from and after 5:00 p.m. New York City Time on the Over-Exercise Termination Date, payment by check payable to the order of the Company or certificates by wire transfer of immediately available funds to an account of the Company (as designated by the Company by notice in writing to the Holders pursuant to Section 8.04) in an amount equal to the sum of (x) the Exercise Price multiplied by the number of Warrants so exercised (rounded to the nearest cent. with half a cent being rounded upwards); and (y) if the Holder is exercising the Over-Subscription Privilege, the Elected Over-Subscription Shares Amount. Any excess payments received, including payments for additional shares of Common Stock a Holder requested to purchase pursuant to the Over- Subscription Privilege but which were not allocated to such Holder, will be returned, without interest, promptly following the settlement date for exercises of Warrants during the Over-Subscription Period, provided that if any of (i), (ii), (iii) or (iv) above has occurred on or after the close of business on any day, it shall instead be deemed to have been issuedoccurred on the immediately following Business Day; and provided further that the Exercise Date shall be the first Business Day on which all of (i), (ii), (iii) and (iv) above have occurred, as determined by the Company in consultation with the Warrant Agent. (b) In the case of a Global Warrant, any Person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in Section 3.04(a)(i), (ii), (iii) and (iv) above through the relevant Agent Member in accordance with the procedures of the Depositary, except in the case of transactions described in clause (iii)(B), in which case such requirements shall be satisfied in accordance with the protocol set forth on Exhibit B of the Warrant Certificate, or in accordance with such other procedures as shall be agreed by the Company and the holder or any other Person Warrant Agent. All principal of the Designated Notes surrendered pursuant to Section 3.04(a)(iii)(B) in excess of the Exercise Price multiplied by the number of Warrants so designated to be named therein exercised shall be deemed forfeited to have become the Company by the Holder surrendering such Designated Notes and shall not be refunded to such Holder. (c) If a holder Designated Note is surrendered after a record date and on or before the immediately succeeding interest payment date with respect to such Designated Note, interest will be paid with respect to the principal balance of record of such shares of Warrant Stock for all purposes, the Designated Note as of the record date the notice, together in accordance with the payment of the Warrant Price applicable indenture. No additional accrued and this Warrant, are received by the Company as described above and all taxes required to unpaid interest will be paid by the holder, if any, on any Designated Notes surrendered pursuant to Section 2.2 3.04(a)(iii)(B). (d) If the Warrants are received or deemed to be received after the earlier of (x) 5:00 p.m. New York City time on the Expiration Date and (y) 5:00 p.m. New York City time on the Business Day prior to the issuance Redemption Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. (e) In the case of a Global Warrant, whenever some but not all of the Warrants represented by such shares Global Warrant are exercised in accordance with the terms thereof and of Warrant Stock have been paid. If this Agreement, such Global Warrant shall have been be surrendered by the Holder to the Warrant Agent, which shall cause an adjustment to be made to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofore represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Holder or its nominee or custodian. (f) In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in partaccordance with the terms thereof and of this Agreement, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant Holder shall in all other respects be identical with this Warrant, orentitled, at the request of the holderHolder, appropriate notation may to receive from the Company within a reasonable time, and in any event not exceeding ten (10) Business Days, a new Definitive Warrant in substantially identical form for the number of Warrants equal to the number of Warrants theretofore represented by such Definitive Warrant less the number of Warrants then exercised. (g) If a Warrant Certificate shall have been exercised in full, the Warrant Agent shall promptly cancel such certificate following its receipt from the Holder or the Depositary, as applicable. (h) Notwithstanding the foregoing, or anything in Section 8.03 to the contrary, (i) in the event the Depositary will be made on able to accommodate the Over-Subscription Privilege, the Company shall have the right, in its sole discretion, to elect to cause the exercise of the Over- Subscription Privilege under this Agreement to be conducted through the Depositary and in accordance with the procedures of the Depositary after written notice to the Warrant Agent or (ii) the Company and the same returned Warrant Agent may mutually agree to alter, waive, revise, adjust, change or modify any requirements, time periods or other mechanics of the process of exercising the Warrants. In the case of any such change pursuant to clause (i) or clause (ii) above, the Company shall issue a press release describing such process change to the holderextent such process change will affect the way any Holder must act to exercise their Warrant. (i) If a Common Stock Shelf Registration Statement is not effective at the Exercise Date or a prospectus relating to the issuance of Warrant Shares is not current, the Holders will be able to exercise their Warrants only on a net share settled basis pursuant to the exemption from the registration requirements of the Securities Act under Section 3(a)(9) and as described in Section 3.05(c). (j) Any principal amount of Designated Notes surrendered to exercise warrants which is in excess of the exercise price (including any Over-Exercises) and less than $1,000 shall be forfeited to the Company. Payment If the excess is equal to or greater than $1,000, the Company will return any notes in multiples of $1,000 principal amount. (k) The exercise of any Over-Subscription Privilege shall made in accordance with the protocol set forth on Exhibit C of the Warrant Price Certificate, or in accordance with such other procedures as shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose agreed by the CompanyCompany and the Warrant Agent. If such procedures are not followed, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to such Over-Subscription Privilege may not be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment datevalid.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx18881 Von Karman Avenue, BurbankSuite 250, Irvine, California 91505, 92612 or at the office or agency ax xxx xxxxxx xx xxxxxx designated by the Company pursuant to Article SECTION 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, purchased (ii) payment of the Warrant Price in the manner provided below, cash or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney-in-fact. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafterthereafter if requested in writing by Holder, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article SECTION 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment receipt of the Warrant Price items referred to in clauses (i), (ii) and this Warrant, are (iii) above is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section SECTION 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holder. Payment of contrary, the Warrant Price Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Stock otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the Warrant Issuance Date unless cancelled prior to such date hereof and until 5:00 P.M., California New York City time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holder's Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in the manner provided below, cash or by wire transfer or cashier’s check drawn on a United States bank for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT AExhibit 1, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with Warrant has been exercised by payment to the payment Company of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidPrice. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may . The Holder shall be made on this Warrant and the same returned entitled to the holder. Payment of exercise the Warrant Price shall be made at notwithstanding the option commencement of any case under 11 U.S.C. § 101 et seq. (the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4“Bankruptcy Code”). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the application of shares of Common Stock Holder’s exercise right. The Company hereby waives to the payment fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the Warrant Priceexercise of the Warrant. The Company agrees, the amount to be credited without cost or expense to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior Holder, to the payment datetake or consent to any and all action necessary to effectuate relief under 11 U.S.C. § 362.

Manner of Exercise. From The Holder may at any time and from time to time, from and after the date hereof Closing Date and until 5:00 P.M., California New York City time, on the Expiration Date, but subject to SECTION 2.4exercise the Warrants evidenced by a Warrant Certificate, the holder may exercise this Warrant on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunderthereunder. In order to exercise this Warrantthe Warrants, in whole or in part, the holder a Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx 7400 Texas Commerce Tower, 600 Xxxxxx, BurbankXxxxxxx, California 91505Texas 77002, or Attention: Thomxx X. Xxxxxx, xx at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holdersuch Holder's election to exercise this Warrantthe Warrants, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrantthe Warrant Certificate or Warrant Certificates evidencing the Warrants. Such notice shall be substantially in the form of the subscription form of election to purchase appearing at the end of this the Warrant Certificate as EXHIBIT Exhibit A, duly executed by such Holder or on behalf of the holderits agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five three (53) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder such Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant The Warrants shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the check or checks representing payment of the Warrant Price and this Warrantthe Warrant Certificate or Warrant Certificates, are is received by the Company as described above and all taxes required to be paid by the holdersuch Holder, if any, pursuant to Section 2.2 2.3 prior to the issuance of such shares of Warrant Stock have been paid. If this the Warrants evidenced by a Warrant Certificate shall have been exercised in partexercised, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant Certificate evidencing the rights of the holder Holder to purchase the unpurchased shares of Common Stock represented by the old Warrant Stock called for by this WarrantCertificate, which new Warrant Certificate shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this old Warrant and the same returned Certificate. Notwithstanding any provision herein to the holdercontrary, the Company shall not be required to register shares in the name of any Person who acquired any Warrant or any Warrant Stock otherwise than in accordance with this Agreement. Payment of the Warrant Price shall be made at the option of the holder Holder (i) by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, check or (5ii) any combination if such Holder shall then be a lender under the DeepTech Note, by such Holder's applying as credit, on a dollar-for-dollar basis, an amount of payment outstanding principal and accrued interest due under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock DeepTech Note equal to the payment of the Warrant Price, such request to be evidenced by delivery of the DeepTech Note to the Company together with written instructions to the Company setting forth the amount of such credit and authorizing the Company to be credited cancel the DeepTech Note and, in the event there is still principal outstanding under the DeepTech Note, to issue a replacement promissory note or notes to the payment holder of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day DeepTech Note in accordance with such instructions or (iii) in immediately prior to the payment dateavailable funds or (iv) any combination thereof.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Class A Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx7340 XxXxxxxx Xxxxx Xxxx, BurbankSuwanee, California 91505, Georgia 30024 or at the office or agency designated by the Company pursuant to Article 12Section 11, (i) a written notice in substantially the form of the holderSubscription Notice attached hereto of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Class A Common Stock to be purchased, and the denominations of the share certificate or certificates desired, (ii) payment of the Warrant Price in the manner as hereinafter provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Class A Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, be in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9, and Holder or such other name names as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment tender of the Warrant Price exercise price and this Warrant, are is received by the Company as described above herein and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Class A Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment of the Warrant Price shall be made at the option of the holder in cash by (1) cash, (2) wire transfer of immediately available funds or other form of payment acceptable to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof Warrant Issuance Date and until 5:00 P.M., California Joplin, Missouri time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder shall Holder shall: (a) deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article 12Section 13, (i) a written notice of the holder's Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in the manner provided below, cash or by wire transfer or cashier’s check drawn on a United States bank for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT AExhibit 1, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with Warrant has been exercised by payment to the payment Company of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidPrice. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may . The Holder shall be made on this Warrant and the same returned entitled to the holder. Payment of exercise the Warrant Price shall be made at notwithstanding the option commencement of any case under 11 U.S.C. § 101 et seq. (the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4“Bankruptcy Code”). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the application of shares of Common Stock Holder’s exercise right. The Company hereby waives to the payment fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the Warrant Priceexercise of the Warrant. The Company agrees, the amount to be credited without cost or expense to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior Holder, to the payment datetake or consent to any and all action necessary to effectuate relief under 11 U.S.C. § 362.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx 1331 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, BurbankXX 00000, California 91505, or xx at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in the manner provided below, cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical Simultaneously with the exercise of this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment payment in full of the Warrant Price shall be made made, at the option of the holder by (1) cashHolder, (2i) by payment of the Warrant Price in cash or by wire transfer to an account in or cashier's check drawn on a bank located in the United States designated for such purpose by the Companybank, (3ii) certified or official bank check, (4) transfer through a net exercise without payment of the Warrant Price in cash by providing notice to the Company of shares of Common Stock, including shares the Holder's election to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application receive a number of shares of Common Stock in a Cashless Exercise equal to the product of (1) the number of shares for which such Warrant is exercisable with payment of the Warrant Price, the amount to be credited to the payment in cash of the Warrant Price for each share as of Common Stock so applied the date of exercise and (2) the Cashless Exercise Ratio or (iii) by any combination of clauses (i) and (ii). For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall be equal a fraction, the average numerator of which is the excess of the Current Market Price per share of the Common Stock on the date of exercise over the Current Warrant Price as of the date of exercise, and the denominator of which is the Current Market Price per share of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with clause (ii) above is herein called a "CASHLESS EXERCISE." Following a Cashless Exercise, this Warrant shall be canceled in all respects with regard to (a) the number of shares of Common Stock issued in accordance with the Cashless Exercise plus (b) the number of shares used as consideration for the ten Trading Day period ending on the Trading Day immediately prior to the payment dateCashless Exercise.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx 2281 Xxxxxxxxx Xxxxxx, BurbankXxxxx 000, California 91505Xx Xxxxxxx, or Xxxxxxxxxx 00000, xx at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holdercontrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment Simultaneously with the exercise of this Warrant, payment in full of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending in cash or by wire transfer or cashier's check drawn on the Trading Day immediately prior to the payment datea United States bank.

Manner of Exercise. From and after the date hereof Closing Date, and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4Date (the "EXERCISE PERIOD"), the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner as provided belowherein, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT A, duly executed by the Holder or on behalf of the holderits agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five ten (510) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9, and Holder or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or (if the transfer is permitted hereunder) any other Person so designated to be named therein shall be deemed to have become a holder Holder of record of such shares of Warrant Stock for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidabove. If this Warrant shall have been is exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stockthe Common Stock issuable upon such partial exercise, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, or at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment of the Warrant Price shall may be made at the option of the holder by Holder by: (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3i) certified or official bank checkcheck payable to the order of the Company, (4ii) wire transfer to the account of the Company or (iii) the surrender and cancellation of a portion of shares of Common Stock then held by the Holder or credit toward the Warrant Price of a portion of shares of Common Stock otherwise issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Current Market Price of the Common Stock, including . All shares to be issued of Common Stock issuable upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior fully paid and nonassessable and not subject to the payment dateany preemptive rights.

Manner of Exercise. From and after At any time during the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4Exercise Period, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 950 Xxxx Xxxxxxxx, Xxxxxxx XxxxxxXxxxxxx, Burbank, California 91505Michigan 48071, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderits duly appointed agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment of the Warrant Price shall be made at the option of the holder Holder by (1i) cash, (2ii) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3iii) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5iv) any combination of payment under items (1)the foregoing; provided, (2)however, (3) or (4). In that the event Holder shall have the right, at its election, in lieu of delivering the application Warrant Price in cash, to instruct the Company in the form of shares of Common Stock Subscription Notice to the retain, in payment of the Warrant Price, the amount to be credited to the payment a number of the Warrant Price for each share shares of Common Stock so applied shall be (the average Market "Payment Shares") equal to the quotient of the aggregate Warrant Price of the Common Stock for shares as to which this Warrant is then being exercised divided by the ten Trading Day period ending on the Trading Day immediately prior to the payment dateCurrent Market Price.

Manner of Exercise. From and after the date that is six (6) months after the date of issuance hereof and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4Date (the “Exercise Period”), the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holder's Xxxxxx’s election to exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (ii) payment of the Warrant Price in the manner as provided belowherein, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderits agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9, and Holder or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder Holder of record of such shares of Warrant Stock for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidabove. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, or at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment of the Warrant Price shall may be made at the option of the holder by Holder by: (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3i) certified or official bank checkcheck payable to the order of the Company, (4ii) wire transfer to the account of the Company or (iii) the surrender and cancellation of a portion of shares of Common Stock then held by the Holder or issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Current Market Price of the Common Stock, including . All shares to be issued of Common Stock issuable upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior fully paid and nonassessable and not subject to the payment dateany preemptive rights.

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder shall deliver to the Company at its office at 0000 Xxxxxxx 2 California Plaza, 350 Xxxxx Xxxxx Xxxxxx, BurbankXxx Xxxxxxx, California 91505Xxxxxxxxxx 00000, or xx at the office or agency designated by the Company pursuant to Article 12Section 11, (i) a written notice of the holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9Section 8, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) or certified or official bank check, (4) or by transfer to the Company of shares of Common Series B Preferred Stock or Series C Preferred Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4)thereof. In the event of the application of shares of Common Series B Preferred Stock or Series C Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price Initial Stated Value per share, in the case of the Common Stock for the ten Trading Day period ending on the Trading Day immediately any such application prior to the payment dateconsummation of the Recapitalization, or the Post-Recapitalization Stated Value per share, in the case of any such application after the consummation of the Recapitalization, in each case, plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to any such dividends if the holder of such shares held such shares on the record date therefor.

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx 11825 North Xxxxxxxxxxxx Xxxxxx, BurbankXxxxxx, California 91505, or at the Xxxxxxx 00000 xx xx xxx office or agency designated by the Company pursuant to Article 12Section 9, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article 9Section 6, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holdercontrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment of the Warrant Price shall be made at the option of the holder Holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3i) certified or official bank check, (4ii) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application surrender of shares of Common Stock having an aggregate Current Market Price on the date of surrender equal to the payment of the Warrant Price, (iii) surrender of Warrants representing the amount right to be credited purchase a number of shares of Common Stock that have an aggregate Current Market Price on the date of surrender equal to the payment sum of (A) the Warrant Price plus (B) the Current Warrant Price multiplied by the number of shares of Common Stock for each share which the Warrants so surrendered are exercisable or (iv) any combination of the foregoing. Any Warrants or shares of Common Stock so applied surrendered shall be the average Market Price duly endorsed by or accompanied by appropriate instruments of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment datetransfer duly executed by Holder or by Holder's attorney duly authorized in writing.

Manner of Exercise. From and after the date hereof Warrant Issuance Date and until 5:00 P.M., California New York City time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank or by the manner provided below, Holder's surrender of Warrant Stock (or the right to receive such number of shares) having an aggregate Market Price equal to the Warrant Price for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with Warrant has been exercised by payment to the payment Company of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidPrice. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof Effective Date, and until 5:00 P.M., California time, P.M. New York City time on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder; PROVIDED, HOWEVER, that if a Triggering Event shall have occurred prior to the Expiration Date this Warrant shall terminate as of the date of occurrence of such Triggering Event, unless exercised as provided herein. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx XxxxxxXxxxxxxxx, BurbankX.X., California 91505Grand Rapids, Michigan 49530, or at the office or agency designated by the Company pursuant to Article 12Section 14.7, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) the Holder's check in payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT A, duly executed by the Holder or on behalf of the holderits agent or attorney. Upon receipt thereof, subject to Section 9, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver delivered or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, or, at the Company's option, the number of shares of Common Stock issuable on such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From (a) At any time or from time to time from and after the date hereof Closing Date and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. . (b) In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx105 Xxxxxxxx Xxxxx, BurbankXxxxx 000, California 91505Xxxxxxxxx, or at the office or agency designated by the Company pursuant to Article 12, Xxxxxxxxx 00000 (ix) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, ; (ii) payment of the Warrant Price in the manner provided below, Price; and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as Holder. (c) As promptly as practicable, and in any no event within later than five (5) Business Days thereafterafter the receipt of the items specified in paragraph (b) of this Section 2.1, the Company shall execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, be in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidabove. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights right of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holder. Holder. (d) Payment of the Warrant Price shall be made at the option of the holder Holder (i) by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, check or (4ii) transfer by the surrender of this Warrant to the Company of shares of Common StockCompany, including shares with a duly executed exercise notice marked to be issued upon reflect "Net Issue Exercise," and, in either case, specifying the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application number of shares of Common Stock to the payment of the Warrant Pricebe purchased, the amount during normal business hours on any Business Day. Upon a Net Issue Exercise, Holder shall be entitled to be credited to the payment of the Warrant Price for each share receive shares of Common Stock so applied equal to the value of this Warrant (or the portion thereof being exercised by Net Issue Exercise) by surrender of this Warrant to the Company together with notice of such election, in which event the Company shall issue to Holder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y x (A - B) ---------- A Where X = the number of shares of Common Stock to be issued to Holder; Y = the average number of shares of Common Stock otherwise purchasable under this Warrant (at the date of such calculation); A = the Current Market Price of one share of the Company's Common Stock for (at the ten Trading Day period ending on date of such calculation); B = the Trading Day immediately prior Current Warrant Price (as adjusted to the payment datedate of such calculation).

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx XxxxxxRensselaer Technology Park, Burbank000 Xxxxxx Xx., California 91505Xxxx, XX 00000, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in the manner provided below, cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holdercontrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment Simultaneously with the exercise of this Warrant, payment in full of the Warrant Price shall be made made, at the option of the holder by (1) cashHolder, (2i) by payment of the Warrant Price in cash or by wire transfer to an account in or cashier's check drawn on a bank located in the United States designated for such purpose by the Companybank, (3ii) certified or official bank check, (4) transfer through a net exercise without payment of the Warrant Price in cash by providing notice to the Company of shares of Common Stock, including shares the Holder's election to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application receive a number of shares of Common Stock in a Cashless Exercise equal to the product of (1) the number of shares for which such Warrant is exercisable with payment of the Warrant Price, the amount to be credited to the payment in cash of the Warrant Price for each share as of Common Stock so applied the date of exercise and (2) the Cashless Exercise Ratio or (iii) by any combination of clauses (i) and (ii). For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall be equal a fraction, the average numerator of which is the excess of the Current Market Price per share of the Common Stock on the date of exercise over the Current Warrant Price as of the date of exercise, and the denominator of which is the Current Market Price per share of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with clause (ii) above is herein called a "CASHLESS EXERCISE." Following a Cashless Exercise, this Warrant shall be canceled in all respects with regard to (a) the number of shares of Common Stock issued in accordance with the Cashless Exercise plus (b) the number of shares used as consideration for the ten Trading Day period ending on the Trading Day immediately prior to the payment dateCashless Exercise.

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to (a) To exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx000 Xxxxxxxx, BurbankXxx Xxxx, California 91505Xxx Xxxx 00000, or at the such other office or agency designated by the Company pursuant by written notice to Article 12the Holder (i) this Warrant, (iii) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Stock Shares to be purchased, (ii) payment purchased and the denominations of the Warrant Price in the manner provided belowshare certificate or certificates desired, and (iii) this Warrantpayment of the Exercise Price with respect to such shares. Such notice shall payment may be substantially in made, at the form option of the subscription form appearing at Holder, by cash, money order, certified or bank cashier's check or wire transfer. (i) In lieu of the end exercise of this Warrant as EXHIBIT Aprovided in (a) above, duly executed by the Warrant (or on behalf any portion thereof) may, at the election of the holderHolder, be converted into the nearest whole number of shares of Common Stock determined as follows: [GRAPHIC OMITTED] where S = the number of shares to be issued N = the number of Warrant Shares issuable upon the exercise of the Warrant (or portion thereof) to be so converted. Upon receipt thereofFMV = Fair Market Value per share on the date of conversion. EP = the Exercise Price in effect on the date of conversion. (ii) The conversion rights provided under this paragraph may be exercised in whole or in part and at any time and from time to time while any portion of the Warrant remains outstanding. In order to exercise the conversion privilege, the Holder shall deliver to the Company or its office as stated in (a) above (i) this Warrant and (ii) a written notice of the Holder's election to exercise its conversion rights, which notice shall specify the portion of the Warrant to be converted pursuant to this paragraph and the denominations of the share certificate or certificates desired. The Warrant (or so much thereof as shall have been surrendered for conversion) shall be deemed to have been converted immediately prior to the close of business on the date the notice is delivered to the Company. (c) The Company shall, as promptly as practicable, practicable and in any event within five (5) Business Days seven days thereafter, execute and deliver or cause to be executed and deliver or cause to be delivered to the holder delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exerciseto which the Holder is entitled as a result of its exercise pursuant to 1.2(a) or the conversion pursuant to 1.2(b), together with cash in lieu of any fraction fractions of a share, share as hereinafter providedprovided in Section 1.4. The stock share certificate or certificates so delivered shall be, to the extent possible, be in such denomination or denominations as may be specified in such holder notice or, if such notice shall request in not specify denominations, as the notice Company may determine, and shall be registered issued in the name of the holder or, subject to Article 9, and such other name as shall be designated in the noticeHolder. This Warrant shall be deemed to have been exercised and such Such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein Holder shall be deemed for all purposes to have become a holder of record of such shares of Warrant Stock for all purposesshares, as of the date the notice, together with the aforementioned notice and payment of the Warrant Price and this Warrant, are (if applicable) is received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidCompany. If this Warrant shall have been exercised in partfor only 3 a portion of the Warrant Shares, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stockcertificates, deliver to the holder Holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of remaining Warrant Stock called for by this WarrantShares, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same which shall then be returned to the holderHolder. Payment The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment datecertificates and new Warrants.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx 1700 Xxxxxxxxx Xxxxxx, BurbankXxxxxxxxx Xxxxx, California 91505Xxxxxxxxxx 00000, or xx at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holdercontrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment Simultaneously with the exercise of this Warrant, payment in full of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending in cash or by wire transfer or cashier's check drawn on the Trading Day immediately prior to the payment datea United States bank.

Manner of Exercise. From and after At any time during the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4Exercise Period, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx0 Xxxxxxxx Xxxxx, BurbankArmonk, California 91505New York 10504, or at the office or agency designated by the Company pursuant to Article 12Section 13, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderits duly appointed agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article 9Section 10, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 3.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment of the Warrant Price shall be made at the option of the holder Holder by (1i) cash, (2ii) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3iii) certified or official bank check, (4iv) transfer delivery of shares of Series B Preferred Stock with an aggregate stated value, plus accrued and unpaid dividends thereon, equal to the Company Warrant Price, (v) delivery of shares of Common Stock, including valued per share at the Daily Market Price as of the last Trading Day prior to the date of delivery of such shares to be issued upon the exercise of this WarrantCompany, with an aggregate value equal to the Warrant Price, or (5vi) any combination of payment under items (1)the foregoing; provided, (2)however, (3) or (4). In that the event Holder shall have the right, at its election, in lieu of delivering the application Warrant Price in cash, to instruct the Company in the form of shares of Common Stock Subscription Notice to the retain, in payment of the Warrant Price, the amount to be credited to the payment a number of the Warrant Price for each share shares of Common Stock so applied shall be (the average Market "Payment Shares") equal to the quotient of the aggregate Warrant Price of the Common Stock for shares as to which this Warrant is then being exercised divided by the ten Trading Day period ending on the Trading Day immediately prior to the payment dateCurrent Market Price.

Manner of Exercise. (a) From and after the date hereof Original Issue Date and until 5:00 P.M., California New York time, on the Expiration Date, but subject the Holder of this Warrant may, from time to SECTION 2.4time, the holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of up to 7,500,000 shares of Warrant Stock purchasable hereunderCommon Stock. In order to exercise this Warrant, in whole or in part, the holder Holder shall (i) deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article 12, (i) Designated Office a written notice of the holderHolder's election to exercise this WarrantWarrant (an "Exercise Notice"), which notice Exercise Notice shall be irrevocable and specify the number of shares of Warrant Non-Voting Common Stock and/or Voting Common Stock to be purchased, together with this Warrant and (ii) payment of pay to the Company the Warrant Price in (the manner provided below, date on which both such delivery and (iii) this Warrantpayment shall have first taken place being hereinafter sometimes referred to as the "Exercise Date"). Such notice Exercise Notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Annex A, duly executed by the Holder or on behalf its duly authorized agent or attorney. For the avoidance of doubt, subject to the holder. other conditions set forth in Sections 2.1(b), 2.1(c) or elsewhere herein, the Holder may, at its sole discretion, exercise the Warrant for shares of Voting Common Stock, shares of Non-Voting Common Stock or any combination thereof. (b) Upon receipt thereofby the Company of such Exercise Notice, Warrant and payment, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute (or cause to be executed executed) and deliver (or cause to be delivered delivered) to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter hereafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the exercising Holder shall reasonably request in the notice Exercise Notice and shall be registered in the name of the holder Holder or, subject to Article 9Section 8 below, and such other name as shall be designated in the noticeExercise Notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date Exercise Date. Notwithstanding the noticeforegoing, together with in the payment event that the rules of any stock exchange or automatic quotation system on which the Warrant Price and this WarrantCompany's Common Stock is then listed, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 traded or quoted requires shareholder approval prior to the issuance of such any or all of the Warrant Stock (or the conversion of Non-Voting Common Stock into Voting Common Stock), the Company shall issue on the Exercise Date the maximum number of shares of Warrant Stock that can be issued without shareholder approval, without regard to any shares of Warrant Stock otherwise required to be issued in excess of such maximum number of shares of Warrant Stock, and shall promptly after receipt of such shareholder approval issue the balance of the number of shares of Warrant Stock for which this Warrant has been exercised. The Company shall use its reasonable best efforts to obtain such shareholder approval as soon as reasonably possible, including, without limitation, filing all proxy statements or information statements, necessary or convenient to obtain such consent. (c) Notwithstanding anything to the contrary contained herein, prior to the issuance of the Warrant Stock or, in the event that the Warrant Stock is Non-Voting Common Stock, the Voting Common Stock issuable upon exchange of such Warrant Stock, the Holder or its permitted assigns on the one hand, and the Company on the other hand, shall have been paidsatisfied any and all applicable legal or regulatory requirements for conversion, including compliance with the HSR Act and FCC requirements. The Company shall use its reasonable best efforts in cooperating with such Holder to obtain such legal or regulatory approvals to the extent its cooperation is necessary. The Company shall pay all necessary filing fees and reasonable out-of-pocket expenses to obtain such legal or regulatory approvals. (d) Payment of the Warrant Price shall be made at the option of the Holder by one or more of the following methods: (i) by delivery of a certified or official bank check in the amount of such Warrant Price payable to the order of the Company, (ii) by instructing the Company to withhold a number of shares of Warrant Stock then issuable upon exercise of this Warrant with an aggregate Fair Value equal to such Warrant Price (the "Share Withholding Option"), (iii) by surrendering to the Company, Notes previously acquired by the Holder with an aggregate fair market value equal to such Warrant Price; it being understood that the fair market value of the Note shall be its principal amount plus any accrued interest to that day, or (iv) by surrendering to the Company shares of Common Stock previously acquired by the Holder with an aggregate Fair Value equal to such Warrant Price. In the event of any withholding of Warrant Stock or surrender of Notes or Common Stock pursuant to clause (ii), (iii) or (iv) above where the number of shares whose Fair Value (as measured on the Exercise Date) is equal to the Warrant Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment to the Holder based on the incremental fraction of a share being so withheld by or surrendered to the Company in an amount determined in accordance with Section 2.3 hereof. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares of Common Stock in the name of any Person who acquired this Warrant (or part hereof) or any shares of Warrant Stock otherwise than in accordance with this Warrant. (e) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stockthe shares of Common Stock being issued, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which . Such new Warrant shall in all other respects be identical with to this Warrant. (f) Subject to Section 2.1(g), all Warrants delivered for exercise shall be canceled by the Company. (g) Notwithstanding anything to the contrary in this Warrant, orif, at the request time that the Holder of the holder, appropriate notation may be made on this Warrant elects to exercise this Warrant, in whole or in part, the Company does not have a sufficient number of authorized and the same returned issued shares of Non-Voting Common Stock sufficient to permit such Holder to receive a complete allotment of Non-Voting Common Stock pursuant its election under Section 2.1(a), such election shall be deemed to be for a number of shares of Non-Voting Common Stock equal to the holder. Payment number of the Warrant Price shall be made at the option shares of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose Non-Voting Common Stock then authorized but unissued by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof Funding Date and until 5:00 P.M., California New York City time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant for all or Warrant, on any part Business Day, in increments of the number of 15,000 shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx00 Xxxxxx Xxxx, BurbankLittleton, California 91505Massachusetts 01460, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, cash or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five ten (510) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant StockShares, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holder. Payment of contrary, the Warrant Price Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Shares otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the earlier to occur of (i) the first anniversary of the Closing Date and (ii) the date hereof immediately succeeding a period of sixty (60) consecutive trading days during which the Common Stock trades above $23.50 (as adjusted for any stock splits or similar corporate actions) and until 5:00 P.M.p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx30 Xxxx Xxxxxx Xxxxxx Xxxx, BurbankXxxxxxx, California 91505XX 00000, or at the office or agency designated by the Company pursuant to Article 12Section 13, (i) a written notice of the holderHxxxxx's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in the manner provided below, cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) of this paragraph, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment in full of the Warrant Price and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. Notwithstanding any provision herein to the contrary, or, at the request Company shall not be required to register shares in the name of the holder, appropriate notation may be made on any Person who acquired this Warrant and the same returned to the holder. Payment of the (or part hereof) or any Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account Stock otherwise than in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder shall deliver to the Company at its office at 0000 Xxxxxxx 2 California Plaza, 350 Xxxxx Xxxxx Xxxxxx, BurbankXxx Xxxxxxx, California 91505Xxxxxxxxxx 00000, or xx at the office or agency designated by the Company pursuant to Article 12Section 11, (i) a written notice of the holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or 108 cause to be executed and deliver or cause to be delivered to the holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9Section 8, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) or certified or official bank check, (4) or by transfer to the Company of shares of Common Series B Preferred Stock or Series C Preferred Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4)thereof. In the event of the application of shares of Common Series B Preferred Stock or Series C Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price Initial Stated Value per share, in the case of the Common Stock for the ten Trading Day period ending on the Trading Day immediately any such application prior to the payment dateconsummation of the Recapitalization, or the Post-Recapitalization Stated Value per share, in the case of any such application after the consummation of the Recapitalization, in each case, plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to any such dividends if the holder of such shares held such shares on the record date therefor.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx 4725 Xxxxxxxxx Xxxxxx, BurbankXxxx, California 91505Xxxxxx 00000, or xx at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in the manner provided below, cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holdercontrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment Simultaneously with the exercise of this Warrant, payment in full of the Warrant Price shall be made made, at the option of the holder by (1) cashHolder, (2i) by payment of the Warrant Price in cash or by wire transfer to an account in or cashier's check drawn on a bank located in the United States designated for such purpose by the Companybank, (3ii) certified or official bank check, (4) transfer through a net exercise without payment of the Warrant Price in cash by providing notice to the Company of shares of Common Stock, including shares the Holder's election to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application receive a number of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.in a Cashless Exercise equal

Manner of Exercise. From and after the date hereof Effective Date, and until 5:00 P.M., California time, P.M. New York City time on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder; PROVIDED, HOWEVER, that if a Triggering Event shall have occurred prior to the Expiration Date this Warrant shall terminate as of the date of occurrence of such Triggering Event, unless exercised as provided herein. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx XxxxxxXxxxxxxxx, BurbankX.X., California 91505Grand Rapids, Michigan 49530, or at the office or agency designated by the Company pursuant to Article 12Section 14.6, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) the Holder's check in payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT A, duly executed by the Holder or on behalf of the holderits agent or attorney. Upon receipt thereof, subject to Section 9, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver delivered or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, or, at the Company's option, the number of shares of Common Stock issuable on such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. (a) From and after the date hereof Original Issue Date and until 5:00 P.M., California New York time, on the Expiration Date, but subject the Holder of this Warrant may, from time to SECTION 2.4time, the holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of up to 15,937,500 shares of Warrant Stock purchasable hereunderCommon Stock. In order to exercise this Warrant, in whole or in part, the holder Holder shall (i) deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article 12, (i) Designated Office a written notice of the holderHolder's election to exercise this WarrantWarrant (an "Exercise Notice"), which notice Exercise Notice shall be irrevocable and specify the number of shares of Warrant Non-Voting Common Stock and/or Voting Common Stock to be purchased, together with this Warrant and (ii) payment of pay to the Company the Warrant Price in (the manner provided below, date on which both such delivery and (iii) this Warrantpayment shall have first taken place being hereinafter sometimes referred to as the "Exercise Date"). Such notice Exercise Notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Annex A, duly executed by the Holder or on behalf its duly authorized agent or attorney. For the avoidance of doubt, subject to the holder. other conditions set forth in Sections 2.1(b), 2.1(c) or elsewhere herein, the Holder may, at its sole discretion, exercise the Warrant for shares of Voting Common Stock, shares of Non-Voting Common Stock or any combination thereof. (b) Upon receipt thereofby the Company of such Exercise Notice, Warrant and payment, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute (or cause to be executed executed) and deliver (or cause to be delivered delivered) to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter hereafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the exercising Holder shall reasonably request in the notice Exercise Notice and shall be registered in the name of the holder Holder or, subject to Article 9Section 8 below, and such other name as shall be designated in the noticeExercise Notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date Exercise Date. Notwithstanding the noticeforegoing, together with in the payment event that the rules of any stock exchange or automatic quotation system on which the Warrant Price and this WarrantCompany's Common Stock is then listed, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 traded or quoted requires shareholder approval prior to the issuance of such any or all of the Warrant Stock (or the conversion of Non-Voting Common Stock into Voting Common Stock), the Company shall issue on the Exercise Date the maximum number of shares of Warrant Stock that can be issued without shareholder approval, without regard to any shares of Warrant Stock otherwise required to be issued in excess of such maximum number of shares of Warrant Stock, and shall promptly after receipt of such shareholder approval issue the balance of the number of shares of Warrant Stock for which this Warrant has been exercised. The Company shall use its reasonable best efforts to obtain such shareholder approval as soon as reasonably possible, including, without limitation, filing all proxy statements or information statements, necessary or convenient to obtain such consent. (c) Notwithstanding anything to the contrary contained herein, prior to the issuance of the Warrant Stock or, in the event that the Warrant Stock is Non-Voting Common Stock, the Voting Common Stock issuable upon exchange of such Warrant Stock, the Holder or its permitted assigns on the one hand, and the Company on the other hand, shall have been paidsatisfied any and all applicable legal or regulatory requirements for conversion, including compliance with the HSR Act and FCC requirements. The Company shall use its reasonable best efforts in cooperating with such Holder to obtain such legal or regulatory approvals to the extent its cooperation is necessary. The Company shall pay all necessary filing fees and reasonable out-of-pocket expenses to obtain such legal or regulatory approvals. (d) Payment of the Warrant Price shall be made at the option of the Holder by one or more of the following methods: (i) by delivery of a certified or official bank check in the amount of such Warrant Price payable to the order of the Company, (ii) by instructing the Company to withhold a number of shares of Warrant Stock then issuable upon exercise of this Warrant with an aggregate Fair Value equal to such Warrant Price (the "Share Withholding Option"), (iii) by surrendering to the Company, Notes previously acquired by the Holder with an aggregate fair market value equal to such Warrant Price; it being understood that the fair market value of the Note shall be its principal amount plus any accrued interest to that day, or (iv) by surrendering to the Company shares of Common Stock previously acquired by the Holder with an aggregate Fair Value equal to such Warrant Price. In the event of any withholding of Warrant Stock or surrender of Notes or Common Stock pursuant to clause (ii), (iii) or (iv) above where the number of shares whose Fair Value (as measured on the Exercise Date) is equal to the Warrant Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment to the Holder based on the incremental fraction of a share being so withheld by or surrendered to the Company in an amount determined in accordance with Section 2.3 hereof. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares of Common Stock in the name of any Person who acquired this Warrant (or part hereof) or any shares of Warrant Stock otherwise than in accordance with this Warrant. (e) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stockthe shares of Common Stock being issued, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which . Such new Warrant shall in all other respects be identical with to this Warrant. (f) Subject to Section 2.1(g), all Warrants delivered for exercise shall be canceled by the Company. (g) Notwithstanding anything to the contrary in this Warrant, orif, at the request time that the Holder of the holder, appropriate notation may be made on this Warrant elects to exercise this Warrant, in whole or in part, the Company does not have a sufficient number of authorized and the same returned issued shares of Non-Voting Common Stock sufficient to permit such Holder to receive a complete allotment of Non-Voting Common Stock pursuant its election under Section 2.1(a), such election shall be deemed to be for a number of shares of Non-Voting Common Stock equal to the holder. Payment number of the Warrant Price shall be made at the option shares of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose Non-Voting Common Stock then authorized but unissued by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at Xxxxx 000, 0000 Xxxxxxx - 000xx Xxxxxx, BurbankXxxxxx, California 91505Xxxxxxx Xxxxxxxx, Xxxxxx X00-0X0, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderXxxxxx's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in the manner provided below, cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, --------- duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holder. Payment of contrary, the Warrant Price Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Stock otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. (i) From and after the date hereof and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxxx Xxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx Xxxxxx, Burbank, California 9150500000, or at the office or agency designated by the Company pursuant to Article 12Section 11, (ia) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (iib) this Warrant, (c) payment of the Warrant Price in by certified or official bank check from Holder, unless the manner provided belowHolder is making a cashless exercise pursuant to Section 2.1(iv) herein, and (iiid) this Warrantif the Holder is making a cashless exercise pursuant to Section 2.1(iv) herein, a statement indicating its intent to make such exercise. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT ASchedule A hereto, duly executed by Holder or on behalf of the holder. its agent or attorney. (ii) Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, exercise as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9, and Holder or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by Holder. (1iii) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of Fractional shares of Common Stock, including shares to Stock will not be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In lieu of fractional shares that would have been issued but for the event of immediately preceding sentence, the application of shares of Common Stock Holder, at its option, will be entitled to receive cash equal to the payment Current Market Price of the Warrant Price, the amount to be credited to the payment such fraction of the Warrant Price for each a share of Common Stock so applied shall be on the average trading day immediately preceding the Exercise Date, or may purchase a whole share of Common Stock at the Current Market Price less the price of such fractional share. (iv) In lieu of paying the Warrant Price in cash, Holder may elect to receive shares of the Company's Common Stock for the ten Trading Day period ending on the Trading Day immediately prior equal to the payment date.value of this Warrant (or the portion thereof being exercised), in which event the Company shall issue to Holder the number of shares of the Company's Common Stock computed using the following formula: X = Y (A-B) A Where:

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.6:00 p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver surrender this Warrant to the Company at its principal office at 0000 000 Xxxx Xxxxxxx Xxxxxx, BurbankXxxxx 000, California 91505Xxxxxx Xxxx, Xxxxxxxx 00000 or at the office or agency designated by the Company pursuant to Article Section 12, (i) together with a written notice of the holder's Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in the manner provided below, and (iii) this Warrantcash or wire transfer or cashier’s check drawn on a United States bank. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment cash or check or wire transfer of the Warrant Price funds and this Warrant, are Warrant is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment of Notwithstanding any provision herein to the Warrant Price contrary, the Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Stock otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.6:00 p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver surrender this Warrant to the Company at its principal office at 0000 000 Xxxx Xxxxxxx Xxxxxx, BurbankXxxxx 000, California 91505Xxxxxx Xxxx, Xxxxxxxx 00000 or at the office or agency designated by the Company pursuant to Article Section 12, (i) together with a written notice of the holder's Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in the manner provided below, and (iii) this Warrantcash or wire transfer or cashier’s check drawn on a United States bank. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf its agent or attorney. Alternatively, at the election of the holderHolder, such Holder may pay the Exercise Price for the Common Stock for which this Warrant has been exercised by surrendering its rights to receive a portion of the Common Stock purchasable hereunder having a fair market value (as determined using the Market Price on the date the Holder’s election notice is received by the Company) equal to the aggregate Exercise Price for the Common Stock for which this Warrant is being exercised, in which case the Holder will receive the difference between (i) the number of shares of Common Stock to which such Holder would otherwise be entitled upon such exercise, minus (ii) the number of shares of Common Stock the rights to which have been so surrendered. Upon receipt thereofof the items referred to above, the Company shall, as promptly as practicable, and in any event within five (5) three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment any required cash or check or wire transfer of the Warrant Price funds and this Warrant, are Warrant is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment of Notwithstanding any provision herein to the Warrant Price contrary, the Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Stock otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after At any time during the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4Exercise Period, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx0 Xxxxxxxx Xxxxx, BurbankArmonk, California 91505New York 10504, or at the office or agency designated by the Company pursuant to Article 12Section 13, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderits duly appointed agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article 9Section 10, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 3.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment of Notwithstanding any provision herein to the Warrant Price contrary, the Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Stock otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof and until 5:00 P.M., California New York City time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant for all Warrant, on any Business Day, in whole or any part in increments of the number of 10,000 shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx 103 Medinat Xxxxxxxxx Xxxxxx, BurbankXXX000, California 91505Xxxxxxxx, Xxxxxx 00000, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided below, cash or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five ten (510) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price cash or check or checks and this Warrant, are is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant StockShares, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holder. Payment of contrary, the Warrant Price Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Shares otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxx 00xx Xxxxxx, BurbankXxxxxxx, California 91505, Xxxxxxxx 00000 or at the office or agency designated by the Company pursuant to Article Section 12, : (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, ; (ii) payment of the Warrant Price in applicable with respect to the manner provided below, and shares being purchased; and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of notice and the Warrant Price and this Warrant, Warrant are received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the holdercontrary, Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment At the option of the holder hereof, payment of the Warrant Price shall be made at the option of the holder by by: (1) cash, (2a) wire transfer of funds to an account in a bank located in the United States designated by the Company for such purpose by the Company, purpose; (3b) certified or official bank check, (4) transfer check payable to the Company order of the Company; (c) deducting from the shares delivered upon exercise hereof a number of shares having an aggregate Current Market Price on the date of Common Stock, including exercise equal to the aggregate purchase price for all shares as to be issued upon which this Warrant is then being exercised (and so directing the exercise Company in the notice); (d) by application of this Warrant, or the Liabilities as provided in Section 2.5 hereof; or (5e) by any combination of payment such methods. If a Holder surrenders any Note issued under items (1), (2), (3) or (4). In the event of Loan Agreement having an aggregate value which exceeds the application of shares of Common Stock to the payment of the aggregate Warrant Price, a new Note shall be issued under the Loan Agreement in the principal amount equal to be credited that portion of such surrendered principal amount not applied to the payment of the Warrant Price for each share of Common Stock so applied not paid in cash to the Holder; provided, however, that such new Note shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior in a principal amount equal to the payment datenext lowest integral multiple of $1,000 and the Company shall pay in cash to the Holder the difference between the Warrant Price and such in next lowest integral multiple of $1,000.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M., California Minnesota time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, at least twenty (20) days prior to the intended date of exercise (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in the manner provided below, cash or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five fifteen (515) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with Warrant has been exercised by payment to the payment Company of the Warrant Price and this Warrant, are received by the Company as described above purchase price and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. Notwithstanding any provision herein to the contrary, or, at the request Company shall not be required to register shares in the name of the holder, appropriate notation may be made on any Person who acquired this Warrant and the same returned to the holder. Payment of the (or part hereof) or any Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account Stock otherwise than in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof Issuance Date and until 5:00 P.M.p.m., California timeEastern Standard Time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder, subject to the further restriction in the next paragraph. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver surrender this Warrant to the Company at its principal office at 0000 Xxxxxxx Xxxxxx00000 Xxxxxx Xxxx, BurbankXxxxx, California 91505Xxxx 00000, or at the office or agency designated by the Company pursuant to Article Section 12, (i) together with a written notice of the holder's Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in the manner provided below, and (iii) this Warrantcash or wire transfer or cashier’s check drawn on a United States bank. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderhis agent or attorney. Upon receipt thereofof the items referred to above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment cash or check or wire transfer of the Warrant Price funds and this Warrant, are Warrant is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid, provided that if the Warrant is exercised in connection with a merger, reorganization or other Fundamental Corporate Change, such exercise may be made conditional upon the consummation of such event. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant StockShares, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment of Notwithstanding any provision herein to the Warrant Price contrary, the Company shall not be made at the option of the holder by (1) cash, (2) wire transfer required to an account in a bank located register shares in the United States designated for such purpose by the Company, name of any Person who acquired this Warrant (3or part hereof) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of any Warrant Shares otherwise than in accordance with this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From and after the date hereof Closing Date and until 5:00 P.M.6:00 p.m., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Trading Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver surrender this Warrant to the Company at its office at 0000 Xxxxxxx 00 Xxx Xxxx Xxxxxx, BurbankXxxxxxxxx, California 91505Xxxxxxxxxxxxx 00000, or at the office or agency designated by the Company pursuant to Article Section 12, (i) together with a written notice of the holder's Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) and shall be accompanied by payment of the Exercise Price (a) in cash or wire transfer or cashier’s check drawn on a United States bank or (b) written direction to the Company to cancel a portion of this Warrant Price in sufficient to satisfy the manner provided below, and (iii) “cashless exercise” provisions of this WarrantSection 2.1. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderits agent or attorney. Upon receipt thereofof the items referred to above, the Company shall, as promptly as practicable, and in any event within five (5) three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment cash or check or wire transfer of funds (or direction to cancel a portion of this Warrant pursuant to the Warrant Price “cashless exercise” provisions) and this Warrant, are Warrant is received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holderHolder. Payment Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. In lieu of payment of the Warrant Exercise Price shall be made at the option of the holder by (1) in cash, (2) wire transfer the Holder may direct the Company to an account in cancel a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer portion of this Warrant having a value equal to the Company Exercise Price for the number of shares of Common Stock, including shares Warrant Stock as to be issued upon which the exercise of Holder exercises this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In determined by multiplying the event of the application number of shares of Common Warrant Stock as to which this Warrant is directed to be cancelled by an amount equal to the payment of difference between (i) the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior date of exercise and (ii) the Exercise Price then in effect. Payment by such cancellation is referred to the payment dateherein as “cashless exercise.”

Manner of Exercise. From and after the date hereof Exercise Date and until 5:00 P.M.p.m., California time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this the Warrant on Business Days, for all or any part portion of the number 60,000 shares (subject to adjustment as provided hereunder) of shares of Warrant Common Stock then purchasable hereunder. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx, BurbankXxxxx 000, California 91505Xxx Xxxxx, Xxxxxxxxxx 00000 or at the office or agency designated by the Company pursuant to Article Section 12, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) payment of the Warrant Price in the manner provided specified below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by Holder or on behalf of the holderits agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Outstanding shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price as set forth below, and this Warrant, Warrant are received by the Company as described above and all taxes required to be paid by the holderHolder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate paid or certificates representing Warrant Stock, deliver agreed to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holderpaid when finally determined. Payment of the Warrant Price shall be made at the option of the holder Holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to or by cancellation of indebtedness, if any, owed by the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment datesuch Holder.

Manner of Exercise. From and after the date hereof Effective Date, and until 5:00 P.M., California time, P.M. New York time on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunderhereunder [***delete the following for Series A Warrants only*** ; provided, however, that if a Triggering Event shall have occurred prior to the Effective Date this Warrant shall be void as of the date of occurrence of such Triggering Event]. In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx 000 Xxxxxxxx Xxxx Xxxxxx, BurbankXxxxx 000, California 91505Xxxxxx, Xxxx 00000, or at the office or agency designated by the Company pursuant to Article 12Section 14.7, (i) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, (ii) the Holder's check in payment of the Warrant Price in the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by the Holder or on behalf of the holderits agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder the Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment date.

Manner of Exercise. From (a) At any time or from time to time from and after the date hereof Closing Date and until 5:00 P.M., California New York time, on the Expiration Date, but subject to SECTION 2.4, the holder Holder may exercise this Warrant Warrant, on any Business Day, for all or any part of the number of shares of Warrant Common Stock purchasable hereunder. . (b) In order to exercise this Warrant, in whole or in part, the holder Holder shall deliver to the Company at its principal office at 0000 Xxxxxxx Xxxxxx105 Xxxxxxxx Xxxxx, BurbankXxxxx 000, California 91505Xxxxxxxxx, or at the office or agency designated by the Company pursuant to Article 12, Xxxxxxxxx 00000 (ix) a written notice of the holderHolder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Common Stock to be purchased, ; (ii) payment of the Warrant Price in the manner provided below, Price; and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as Holder. (c) As promptly as practicable, and in any no event within later than five (5) Business Days thereafterafter the receipt of the items specified in paragraph (b) of this Section 2.1, the Company shall execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, be in such denomination or denominations as such holder Holder shall request in the notice and shall be registered in the name of the holder Holder or, subject to Article Section 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock have been paidabove. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant evidencing the rights right of the holder Holder to purchase the unpurchased shares of Warrant Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holderHolder, appropriate notation may be made on this Warrant and the same returned to the holder. Holder. (d) Payment of the Warrant Price shall be made at the option of the holder Holder (i) by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, check or (4ii) transfer by the surrender of this Warrant to the Company of shares of Common StockCompany, including shares with a duly executed exercise notice marked to be issued upon reflect "Net Issue Exercise," and, in either case, specifying the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application number of shares of Common Stock to the payment of the Warrant Pricebe purchased, the amount during normal business hours on any Business Day. Upon a Net Issue Exercise, Holder shall be entitled to be credited to the payment of the Warrant Price for each share receive shares of Common Stock so applied equal to the value of this Warrant (or the portion thereof being exercised by Net Issue Exercise) by surrender of this Warrant to the Company together with notice of such election, in which event the Company shall issue to Holder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y x (A - B) ----------- A Where X = the number of shares of Common Stock to be issued to Holder; Y = the average number of shares of Common Stock otherwise purchasable under this Warrant (at the date of such calculation); A = the Current Market Price of one share of the Company's Common Stock for (at the ten Trading Day period ending on date of such calculation); B = the Trading Day immediately prior Current Warrant Price (as adjusted to the payment datedate of such calculation).

Manner of Exercise. From and after the date hereof and until 5:00 P.M.(a) Subject to Section 1 above, California time, on the Expiration Date, but subject to SECTION 2.4, the holder may exercise this Warrant for all or any part may, at the option of the number of shares of Warrant Stock purchasable hereunder. In order to exercise this WarrantHolder, be exercised in whole or in part, the holder shall deliver part from time to time by delivery to the Company at its office at 0000 330 0xx Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx00000, Burbank, California 91505Xxtention: President, or at to any transfer agent for the office Common Stock, on or agency designated by before 5:00 p.m., Eastern Time, on the Company pursuant to Article 12Expiration Date, (i) a written notice of the holdersuch registered Holder's election to exercise this WarrantWarrant (the "Exercise Notice"), which notice shall specify may be in the number form of shares the Notice of Warrant Stock to be purchasedExercise attached hereto, properly executed and completed by the registered Holder or an authorized officer thereof, (ii) payment a check payable to the order of the Company, in an amount equal to the product of the Exercise Price MULTIPLIED BY the number of Warrant Price Shares specified in the manner provided belowExercise Notice, AND (iii) this Warrant (the items specified in (i), (ii), and (iii) this Warrant. Such notice shall be substantially in are collectively the form "Exercise Materials"). (b) Upon timely receipt of the subscription form appearing at the end of this Warrant as EXHIBIT A, duly executed by or on behalf of the holder. Upon receipt thereofExercise Materials, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafterbusiness days after its receipt of the Exercise Materials, execute or cause to be executed and deliver or cause to be delivered to the holder Holder a certificate or certificates representing the aggregate number of full shares of Warrant Stock issuable upon such exerciseShares specified in the Exercise Notice, together with cash in lieu of any fraction of a share, as hereinafter providedand, (x) if the Warrant is exercised in full, a copy of this Warrant marked "Exercised," or (y) if the Warrant is partially exercised, a copy of this Warrant marked "Partially Exercised" together with a new Warrant on the same terms for the unexercised balance of the Warrant Shares. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such holder shall request in the notice and shall be registered in the name of the holder or, subject to Article 9, and registered Holder of this Warrant or such other name or names as shall be designated in the noticeExercise Notice. This The date on which the Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued(the "Effective Date"), and the holder or date the person in whose name any other Person so designated to be named therein certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become a the holder of record of such shares of Warrant Stock for all purposesshares, as shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the noticeCommon Stock issued upon the exercise hereof, together with except that, if the payment of date on which the Warrant Price and this Warrant, Exercise Materials are received by the Company as described above and all taxes required to be paid by is a date on which the holder, if any, pursuant to Section 2.2 prior to stock transfer books of the issuance of such shares of Warrant Stock have been paid. If this Warrant shall have been exercised in partCompany are closed, the Effective Date shall be the date the Company shallreceives the Exercise Materials, at and the time of delivery date such person shall be deemed to have become the holder of the certificate or certificates representing Warrant Stock, deliver to Common Stock issued upon the holder a new Warrant evidencing the rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price exercise hereof shall be made at the option of next succeeding date on which the holder by (1) cash, (2) wire stock transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the Company of books are open. All shares of Common Stock, including shares to be Stock issued upon the exercise of this WarrantWarrant will, or (5) any combination of payment under items (1)upon issuance, (2)be fully paid and nonassessable and free from all taxes, (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Priceliens, the amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall be the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to the payment dateand charges with respect thereto.