Common use of Manner of Exercising Warrant Clause in Contracts

Manner of Exercising Warrant. (a) In order to exercise this Warrant with respect to all or any part of the Shares for which this Warrant is at the time exercisable, Warrantholder (or any other person or persons exercising the Warrant) must take the following actions: (i) Execute and deliver to the Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A; and (ii) Pay the aggregate Exercise Price for the Shares in one or more of the following forms: (A) Cash or check made payable to the Company; or (B) A promissory note payable to the Company, but only to the extent authorized in writing by the Company; (C) In shares of common stock held by the Warrantholder (or any other person or persons exercising the Warrant) for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (D) Through a special sale and remittance procedure pursuant to which the Warrantholder (or any other person or persons exercising the Warrant) shall concurrently provide irrevocable written instructions (a) to a Company-approved brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the Company by reason of such exercise and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Warrantholder (or any other person or persons exercising this Warrant) a certificate for the purchased Shares, with the appropriate legends affixed thereto. (c) In no event may this Warrant be exercised for any fractional Shares.

Manner of Exercising Warrant. (a) In order to exercise this Warrant with respect to all or any part of the Shares for which this Warrant is at the time exercisable, Warrantholder (or any other person or persons exercising the Warrant) must take the following actions: (i) Execute and deliver to the Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A; and (ii) Pay the aggregate Exercise Warrant Price for the Shares in one or more of the following forms: (A) Cash or check made payable to the Company; or. (B) A promissory note payable to the Company, but only to the extent authorized in writing by the Company and applicable provisions of the California Corporations Code. Should the Company;’s Common Stock be registered under Section 12 of the Exchange Act at the time the Warrant is exercised, then the Warrant Price may also be paid as follows: (C) In By surrender of this Warrant at the principal office of the Company together with notice of cashless election, in which event the Company shall issue to Warrantholder a number of shares of common stock held Common Stock computed using the following formula: X = Y (A-B) A where: X = the number of shares of Common Stock to be issued to Holder. Y = the number of shares of Common Stock for which this Warrant is being exercised. A = the Market Price of one share of Common Stock (for purposes of this Section 3(a) (ii) (C), the "Market Price" shall be defined as the average closing price of the Common Stock for the five trading days prior to the date of exercise of this Warrant (the "Average Closing Price"), as reported by the Warrantholder (OTC Bulletin Board or any other person or persons exercising over-the-counter market; provided, however, that if the Warrant) Common Stock is listed on a national exchange, the Market Price shall be the Average Closing Price on such exchange for the requisite period necessary to avoid a charge five trading days prior to the Company’s earnings date of exercise of the Warrants. If the Common Stock is/was not traded during the five trading days prior to the date of exercise, then the closing price for financial reporting the last publicly traded day shall be deemed to be the closing price for any and all (if applicable) days during such five trading day period. B = the Warrant Price. For purposes of Rule 144 and valued sub-section 3.3(a)(ii)(C) thereof, it is intended, understood and acknowledged that the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction shall be deemed to have been acquired at Fair Market Value the time this Warrant was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction shall be deemed to have commenced on the Exercise Date; ordate this Warrant was issued. (D) Through a special sale and remittance procedure compliant with applicable federal and state securities law pursuant to which the Warrantholder (or any other person or persons exercising the Warrant) shall concurrently provide irrevocable written instructions (a) to a Company-approved brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Warrant Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the Company by reason of such exercise and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Warrantholder (or any other person or persons exercising this Warrant) a certificate for the purchased Shares, with the appropriate legends affixed thereto. Unless the Shares are registered on the Exercise Date, the Shares issued upon exercise of the Warrants shall be subject to a stop transfer order and the certificate or certificates evidencing any such Shares shall bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, NOR HAVE THEY BEEN REGISTERED UNDER THE SECURITIES (“BLUE SKY”) LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND UNDER THE APPLICABLE BLUE SKY LAWS OR UNLESS THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND LAWS IS ESTABLISHED TO THE SATISFACTION OF THE COMPANY, WHICH MAY NECESSITATE A WRITTEN OPINION OF SELLER’S COUNSEL SATISFACTORY TO COMPANY COUNSEL. (c) In no event may this Warrant be exercised for any fractional Shares.

Manner of Exercising Warrant. (a) In order to exercise this Warrant with respect to all or any part of the Shares for which this Warrant is at the time exercisable, Warrantholder (or any other person or persons exercising the Warrant) must take the following actions: (i) Execute and deliver to the Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A; and (ii) Pay the aggregate Exercise Warrant Price for the Shares in one or more of the following forms: (A) Cash or check made payable to the Company; or. (B) A promissory note payable to the Company, but only to the extent authorized in writing by the Company and applicable provisions of the California Corporations Code. Should the Company;’s Common Stock be registered under Section 12 of the Exchange Act at the time the Warrant is exercised, then the Warrant Price may also be paid as follows: (C) In By surrender of this Warrant at the principal office of the Company together with notice of cashless election, in which event the Company shall issue to Warrantholder a number of shares of common stock held Common Stock computed using the following formula: X = Y (A-B) where: X = the number of shares of Common Stock to be issued to Holder. Y = the number of shares of Common Stock for which this Warrant is being exercised. A = the Market Price of one share of Common Stock (for purposes of this Section 3.3(a) (ii) (C), the “Market Price” shall be defined as the average closing price of the Common Stock for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Price”), as reported by the Warrantholder O.T.C. Bulletin Board, National Association of Securities Dealers Automated Quotation System (“Nasdaq”) Small Cap Market, or if the Common Stock is not traded on the Nasdaq Small Cap Market, the Average Closing Price in any other person or persons exercising over-the-counter market; provided, however, that if the Warrant) Common Stock is listed on a stock exchange, the Market Price shall be the Average Closing Price on such exchange for the requisite period necessary to avoid a charge five trading days prior to the Company’s earnings date of exercise of the Warrants. If the Common Stock is/was not traded during the five trading days prior to the date of exercise, then the closing price for financial reporting the last publicly traded day shall be deemed to be the closing price for any and all (if applicable) days during such five trading day period. B = the Warrant Price. For purposes of Rule 144 and valued Section 3.3(a)(ii)(C) thereof, it is intended, understood and acknowledged that the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction shall be deemed to have been acquired at Fair Market Value the time this Warrant was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction shall be deemed to have commenced on the Exercise Date; ordate this Warrant was issued. (D) Through a special sale and remittance procedure compliant with applicable federal and state securities law pursuant to which the Warrantholder (or any other person or persons exercising the Warrant) shall concurrently provide irrevocable written instructions (a) to a Company-approved brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Warrant Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the Company by reason of such exercise and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Warrantholder (or any other person or persons exercising this Warrant) a certificate for the purchased Shares, with the appropriate legends affixed thereto. (c) In no event may this Warrant be exercised for any fractional Shares.

Manner of Exercising Warrant. (a) In order to exercise this Warrant with respect to all or any part of the Shares for which this Warrant is at the time exercisable, Warrantholder (or any other person or persons exercising the Warrant) must take the following actions: (i) Execute and deliver to the Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise Purchase Form attached hereto as Appendix A; and (ii) Pay the aggregate Exercise Price for the Shares in one or more of the following forms: (A) Cash or check made payable to the Company; or. (B) A promissory note payable to the Company, but only to the extent authorized in writing by the President of the Company in writing. Should the Company;'s common stock be registered under Section 12 of the Exchange Act at the time the Warrant is exercised, then the Exercise Price may also be paid as follows: (C) In If a registration statement permitting the Warrantholder to resell the Shares is not then in effect, in shares of common stock held by the Warrantholder (or any other person or persons exercising the Warrant) for the requisite period necessary to avoid a charge to the Company’s 's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (D) Through a special sale and remittance procedure pursuant to which the Warrantholder (or any other person or persons exercising the Warrant) shall concurrently provide irrevocable written instructions (a) to a Company-approved brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, State and local income income, employment and employment similar taxes required to be withheld by the Company by reason of such exercise and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction as described in 3.3(a)(ii)(C) shall be deemed to have been acquired at the time this Warrant was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction as described in 3.3(a)(ii)(C) shall be deemed to have commenced on the date this Warrant was issued. (b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Warrantholder (or any other person or persons exercising this Warrant) a certificate for the purchased Shares, with the appropriate legends affixed thereto. (c) In no event may this Warrant be exercised for any fractional Shares.

Manner of Exercising Warrant. (a) In order to exercise this Warrant with respect to all or any part of the Shares for which this Warrant is at the time exercisable, Warrantholder (or any other person or persons exercising the Warrant) must take the following actions: (i) Execute and deliver to the Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A; and (ii) Pay the aggregate Exercise Warrant Price for the Shares in one or more of the following forms: (A) Cash or check made payable to the Company; or. (B) A promissory note payable to the Company, but only to the extent authorized in writing by the Company and applicable provisions of the California Corporations Code. Should the Company;’s Common Stock be registered under Section 12 of the Exchange Act at the time the Warrant is exercised, then the Warrant Price may also be paid as follows: (C) In shares By surrender of common stock held by this Warrant at the Warrantholder (or any other person or persons exercising the Warrant) for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (D) Through a special sale and remittance procedure pursuant to which the Warrantholder (or any other person or persons exercising the Warrant) shall concurrently provide irrevocable written instructions (a) to a Company-approved brokerage firm to effect the immediate sale principal office of the purchased shares and remit to the CompanyCompany together with notice of cashless election, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the Company by reason of such exercise and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (b) As soon as practical after the Exercise Date, which event the Company shall issue to or on behalf Warrantholder a number of shares of Common Stock computed using the following formula: X = Y (A-B) where: X = the number of shares of Common Stock to be issued to Holder. Y = the number of shares of Common Stock for which this Warrant is being exercised. A = the Market Price of one share of Common Stock (for purposes of this Section 3(a) (ii) (C), the "Market Price" shall be defined as the average closing price of the Warrantholder Common Stock for the five trading days prior to the date of exercise of this Warrant (the "Average Closing Price"), as reported by the O.T.C. Bulletin Board, National Association of Securities Dealers Automated Quotation System (“Nasdaq”) Small Cap Market, or if the Common Stock is not traded on the Nasdaq Small Cap Market, the Average Closing Price in any other person or persons exercising this Warrant) over-the-counter market; provided, however, that if the Common Stock is listed on a certificate stock exchange, the Market Price shall be the Average Closing Price on such exchange for the purchased Sharesfive trading days prior to the date of exercise of the Warrants. If the Common Stock is/was not traded during the five trading days prior to the date of exercise, with then the appropriate legends affixed thereto. (c) In no event may this Warrant closing price for the last publicly traded day shall be exercised deemed to be the closing price for any fractional Sharesand all (if applicable) days during such five trading day period.

Manner of Exercising Warrant. (a) In order to exercise this Warrant with respect to all or any part of the Shares for which this Warrant is at the time exercisable, Warrantholder (or any other person or persons exercising the Warrant) must take the following actions: (i) Execute and deliver to the Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise Purchase Form attached hereto as Appendix A; and (ii) Pay the aggregate Exercise Price for the Shares in one or more of the following forms: (A) Cash or check made payable to the Company; or. (B) A promissory note payable to the Company, but only to the extent authorized in writing by the President of the Company in writing. Should the Company;'s common stock be registered under Section 12 of the Exchange Act at the time the Warrant is exercised, then the Exercise Price may also be paid as follows: (C) In If a registration statement permitting the Warrantholder to resell the Shares is not then effective, in shares of common stock held by the Warrantholder (or any other person or persons exercising the Warrant) for the requisite period necessary to avoid a charge to the Company’s 's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (D) Through a special sale and remittance procedure pursuant to which the Warrantholder (or any other person or persons exercising the Warrant) shall concurrently provide irrevocable written instructions (a) to a Company-approved brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, State and local income income, employment and employment similar taxes required to be withheld by the Company by reason of such exercise and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction as described in 3.3(a)(ii)(C) shall be deemed to have been acquired at the time this Warrant was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction as described in 3.3(a)(ii)(C) shall be deemed to have commenced on the date this Warrant was issued. (b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Warrantholder (or any other person or persons exercising this Warrant) a certificate for the purchased Shares, with the appropriate legends affixed thereto. (c) In no event may this Warrant be exercised for any fractional Shares.