Common use of Method of Exercise; Payment; Issuance of New Warrant Clause in Contracts

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(s) hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at time after the election of the holder hereof, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the CompanyInitial Exercise Date, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to and by the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Warrant Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant representing the portion of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the (a) The purchase right represented by this Warrant may be exercised by the holder hereofHolder, in whole or in part part, subject to the limitation set forth below, and from time to time, at the election of the holder hereof, by: by (ai) the surrender of this Warrant (with the a notice of exercise substantially in the form attached hereto as Exhibit A-1 A, duly completed and executed) at the principal office of the Company and by (ii) the payment to the Company, by certified check or bank check, or by wire transfer of funds to an account designated specified in writing by the Company (a “Wire Transfer”) Company, of an amount equal to the then applicable aggregate Warrant Price multiplied by Price. The Shares so purchased, representing the aggregate number of Shares then being purchased; (b) if shares specified in connection with a registered public offering of the Company’s securitiesexecuted Exhibit A, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(sHolder within a reasonable time, not exceeding ten (10) hereof as soon as possible and in any event within thirty (30) days business days, after such exercise and, unless this Warrant has shall have been fully so exercised. Upon receipt by the Company of this Warrant at the office of the Company, in proper form for exercise and accompanied by the amount equal to the aggregate Warrant Price, the Holder shall be deemed to be the holder of record of the Shares issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Shares shall not then be actually delivered to the Holder. (b) If this Warrant shall have been exercised or expiredonly in part, the Company shall, at the time of delivery of such Shares, deliver to the Holder a new Warrant representing evidencing the portion of right to purchase the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested remaining Shares called for by the holder of this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise request of Holder, appropriate notation may be made on this Warrant which shall then be returned to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this WarrantHolder.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; or (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 and 4 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”"WIRE TRANSFER") of an amount equal to the then applicable Warrant Price that is $.75 multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; , or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise practicable and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day 30) day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to ------------------------------------------------------ Section 1 hereof, the purchase right represented by this Warrant may be ---------- exercised by the holder hereof, in whole or in part and from time to time, at time after the election of the holder hereof, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the CompanyInitial Exercise Date, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to and by the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Warrant Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant representing the portion of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the The purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, by either, at the election of the holder hereof, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; purchased or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A-1 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Preferred Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after of receipt of such exercise notice and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securitiesCommon Stock in which the holder intends to sell Shares, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares Shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall use reasonable efforts to cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s 's securities, in connection with which the holder of this Warrant has duly exercised the registration rights of such holder in that certain Eighth Amended and Restated Investors' Rights Agreement, by and among the Company and the Investors named therein, dated as of June 1, 2001, as amended and in effect from time to time (the "Registration Rights Agreement"), the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder a reasonable time, not exceeding three (3) business days after exercise of this Warrantsuch exercise.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 9.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to ---------------------------------------------------- Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 10.3 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Exercise Price multiplied by the number of Warrant Shares then being purchased. The exercise price and applicable withholding taxes relating to the exercise may be paid by methods permitted by the Board from time to time, which may include without limitation: (1) a cash payment; or (b2) if “net exercised,” meaning that upon the exercise the Warrant or any portion thereof, the Company shall deliver the greatest number of whole Warrant Shares having a fair market value on the date of exercise not in connection with a registered public offering excess of the Company’s securities, difference between (x) the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office aggregate fair market value of the Company together with notice Warrant Shares (or the portion of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; exercised) and (y) the aggregate exercise price for all such Warrant Shares (or the portion thereof then being exercised) plus the amount of withholding tax due upon exercise (c) exercise of the “net issuance” right provided for if any), with any fractional share that would result from such equation to be payable in Section 10.2 hereofcash. The person or persons in whose name(s) any certificate(s) representing Warrant Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Warrant Shares represented thereby (and such Warrant Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon on which the holder hereof delivers this Warrant is exercisedtogether with its notice of exercise to the Company (the “Exercise Date”). In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Warrant Shares so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise reasonably practicable and, unless this Warrant has been fully exercised or expired, a new Warrant representing a purchase right in respect of the portion of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantreasonably practicable.

Method of Exercise; Payment; Issuance of New Warrant. (a) Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares securities to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share Share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. . (b) The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. . (c) In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares securities so purchased (in the case of certificated securities) and a copy of the Company’s Certificate of Incorporation, as amended, restated, supplemented or otherwise modified from time to time (the “Certificate of Incorporation”) shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by The holder hereof may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part and from time to timepart, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice of exercise substantially in the subscription form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company Corporation, and by the payment to the Company, by certified or bank check, or Corporation of the then applicable Warrant Price for the shares being purchased upon such exercise. The Warrant Price may be paid in United States currency by wire transfer to an account designated by the Company (Corporation or delivery of a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified check or bank check or by Wire Transfer from payable to the proceeds order of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercisedCorporation. In the event of any exercise of the purchase rights represented by this Warrant, the Corporation shall deliver to the holder hereof, (i) stock certificates for the Shares shares of Common Stock so purchased shall be delivered to the holder(spurchased, and (ii) hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion number of the Sharesshares, if any, with respect to which this Warrant shall not then have been exercised effective through the Expiration Date. Stock certificates for the shares of Common Stock so purchased shall also be issued dated, and the holder hereof shall be deemed for all purposes to be the holder of the shares of Common Stock so purchased as of, the date of such exercise. Such stock certificates and new Warrant (as applicable) shall be delivered to the holder(s) holder hereof within a reasonable time, not exceeding ten business days, after the rights represented by this Warrant shall have been so exercised. Each stock certificate so delivered shall be in such denominations as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if may be requested by the holder hereof and shall be registered in the name of said holder or such other name (upon compliance with the transfer requirements hereinafter set forth) as shall be designated by said holder. The Corporation shall pay any taxes and other expenses and charges payable in connection with the preparation, execution and delivery of stock certificates and new Warrants except that, in case such stock certificates shall be registered in a name or names other than the holder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable in connection with the Company execution and delivery of such stock certificates shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed be paid by the holder exercising this Warrant) within hereof to the Corporation at the time period required to settle any trade made of the delivery of such stock certificates by the holder after exercise of this WarrantCorporation as mentioned above.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible practicable and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible practicable and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall use reasonable efforts to cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; , or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof, or (d) the tender of all or a portion of a Senior Secured Promissory Note issued by the Company pursuant to the Purchase Agreement in a principal amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise practicable and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) ), or by the cancellation by the holder hereof of indebtedness or other obligations of the Company to such holder of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 11.3 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof by the Company at the Company’s expense as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; or (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 10.1 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall use its best efforts to cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; purchased or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise practicable and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 EXHIBIT A duly completed and executed) at the principal office of the Company Rackspace and by the payment to the CompanyRackspace, by certified or bank check, or by wire transfer according to an account designated wire transfer instructions provided by the Company (a “Wire Transfer”) Rackspace, of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person entity or persons entities in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares units or shares represented thereby (and such Shares units or shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares units or shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 2 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “"net issuance” " right provided for in Section 10.2 11.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Transfer and Exchange. This Warrant may be exercised by the holder hereofMerchandiser, in whole or in part and from time to timepart, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) Warrant, properly endorsed, at the principal office of the Company at 17830 Xxxxxxx Xxxx., Xxxxx 000, Xxxxxx, XX 00000 (xx at such other location within the State of California or the State of New York as the Manager may advise Merchandiser in writing), and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”a) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified in cash or bank check or by Wire Transfer from the proceeds immediately available funds of the sale Warrant Price of shares the Common Units being purchased, and (b) delivery to be sold the Company of a customary investment letter executed by Merchandiser, representing and warranting that the holder Common Units are being acquired for Merchandiser's own account, for investment purposes only, and not with a view to the distribution, resale or other distribution thereof in such public offering violation of an amount applicable securities laws, and acknowledging the issuance and transfer of the Common Units are subject to the requirements of federal and state securities laws. Merchandiser, in lieu of exercising this Warrant for a specified number of Common Units (the "Exercised Units") and paying the aggregate exercise price therefor (the "Exercise Price"), may elect to receive a number of Common Units equal to the then applicable Warrant Price per share multiplied by number of Exercised Units, minus a number of Common Units having an aggregate "Fair Market Value" (as defined below) equal to the Exercise Price. After any such election, the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of Common Units covered by this Warrant shall be deemed to have become automatically reduced by the holder(snumber of Exercised Shares. For purposes of this Warrant, "Fair Market Value" means (a) of record of, and shall be treated for all purposes as if the record holder(s) ofCommon Units are then publicly traded, the Shares represented thereby closing sale price of the Common Units on its principal stock exchange or market system (or the average of the closing bid and such Shares shall be deemed to have been issuedasked prices, if closing sales prices are not reported) for the ten (10) consecutive trading days immediately prior to the close date of business on any such "net exercise," or (b) in all other cases, as determined by the date or dates upon which this Warrant is exercisedManager in its sole, good faith discretion. In the event of any exercise exercise, or any such "net exercise," of less than all of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(s) hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent issue to Merchandiser a new warrant evidencing the ability of Merchandiser to purchase the balance of the number of Common Units from the Company, and shall deliver such warrant to Merchandiser promptly following such partial exercise. The Company agrees that the certificate representing Shares issued Common Units issuable to Merchandiser upon exercise of this Warrant and Merchandiser's making the applicable payment to the Company in respect thereof, Merchandiser and the Common Units issued to Merchandiser with respect to such exercise shall become subject to the terms and conditions of the Operating Agreement, including without limitation, the obligation to sell Common Units and the restrictions on transfer of Common Units contained therein. In this regard, Merchandiser acknowledges that it shall only become a broker or other person (Member and be entitled to the rights as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.a Member once Merchandiser validly exercises

Method of Exercise; Payment; Issuance of New Warrant. (i) Subject to Section 1 the provisions hereof, the purchase right represented by Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice Notice of exercise substantially in the form Exercise attached hereto as Exhibit A-1 Appendix A duly completed and executed) at the principal office of the Company Corporation, or such other office or agency of the Corporation as it may reasonably designate by written notice to the Holder, during normal business hours on any Business Day, and the payment by the payment Holder by cash, certified check payable to the Company, by certified Corporation or bank check, or by wire transfer of immediately available funds to an account designated to the exercising Holder by the Company (a “Wire Transfer”) Corporation of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased; (b, or in the event of a cashless exercise pursuant to Section 1(c) if below, with the Net Issue Election Notice attached hereto as Appendix B duly executed and completed. On the date on which the Holder shall have satisfied in connection with a registered public offering of full the CompanyHolder’s securities, the surrender obligations set forth herein regarding an exercise of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory provided such date is prior to the Company for payment to Expiration Date), the Company either by certified Holder (or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The other person or persons in whose name(sas directed by the Holder, subject to compliance with applicable securities laws) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the holder of record holder(s) of, the of such Warrant Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to as of the close of business on the date or dates upon which this Warrant is exercised. such date. (ii) In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares whole number of shares of Common Stock so purchased shall be delivered to the holder(sHolder (or such other person or persons as directed by the Holder, subject to compliance with applicable securities laws) hereof as soon promptly as possible and in any event within thirty is reasonably practicable (30but not later than three (3) days Business Days) after such exercise at the Corporation’s expense, and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant representing the portion whole number of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof Holder as soon as possible and in any event within reasonably practicable thereafter (but not later than three (3) Business Days) after such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantexercise.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; purchased or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise practicable and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, by either, at the election of the holder hereof, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A-1 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; or (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “"net issuance” " right provided for in Section 10.2 9.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, provided that at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank cashier's check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Exercise Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A-1 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank cashier's check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Exercise Price per share multiplied by the number of Shares then being purchased; purchased or (c) exercise of the “net issuance” right provided for in Section 10.2 10.3 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to ------------------------------------------------------ Section 1 hereof, the purchase right represented by this Warrant may be ---------- exercised by the holder hereof, in whole or in part and from time to time, at time after the election of the holder hereof, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the CompanyInitial Exercise Date, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A duly completed and executed) at the --------- principal office of the Company together with notice of arrangements reasonably satisfactory to and by the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Warrant Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant representing the portion of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall use reasonable commercial efforts to cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s 's securities, subject to Section 7(c) below, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. (a) Subject to Section 1 the provisions hereof, the purchase right represented by Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part part, at any time and from time to time, at the election of the holder hereof, by: (ai) the surrender of this Warrant on any Business Day at the office of the Company (with or such other office or agency of the Company as the Company may have designated by notice in writing to the Holder as provided in this Warrant), (ii) delivery to the Company of exercise substantially a completed and executed Notice of Exercise in the form attached hereto as Exhibit A-1 duly completed Appendix A, and executed(iii) at unless the principal office of the Company and by the exercise is subject to Article 2.3, payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased; (b) if in connection with a registered public offering of acquired. The Holder may pay the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable aggregate Warrant Price per share multiplied by the number of Shares then being purchased; (or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become paid such amount): (i) in cash or by check payable to the holder(sCompany or by wire transfer of immediately available funds to an account designated to the Holder by the Company, (ii) by cancellation by the Holder of record ofindebtedness or other obligations of the Company to the Holder, and (iii) in a “cashless” exercise permitted under Article 2.3 below, or (iv) by any combination of the methods described in (i) through (iii) above. (b) Upon any exercise of this Warrant, the Holder (or such other person or persons as directed by the Holder in its Notice of Exercise) shall be treated for all purposes as the holder of record holder(s) of, of the related Warrant Shares represented thereby (and such Shares shall be deemed to have been issued) as of the time immediately prior to the close of business on the date or dates upon on which this Warrant is exercised. In the event of any Holder shall have delivered the items required by Article 2.1(a) above. (c) Upon exercise of the purchase rights represented by this Warrant, the Company shall deliver certificates for the number of whole Warrant Shares so purchased shall be delivered to the holder(sHolder (or such other person or persons as directed by the Holder in its Notice of Exercise) hereof as soon promptly as possible and in any event within thirty is reasonably practicable, but not later than three (303) days Business Days, after such exercise the applicable Exercise Date, at the Company’s expense, and, unless this Warrant has been fully exercised or expiredexercised, the Company shall also issue a new Warrant (in the same form as this Warrant) representing the unexercised portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, to the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker Holder (or such other person (or persons as directed by the holder exercising Holder in its Notice of Exercise) as soon as reasonably practicable thereafter, but not later than three (3) Business Days, after the applicable Exercise Date. (d) Notwithstanding any other provision hereof, if an exercise of any portion of this WarrantWarrant is to be made in connection with a registered public offering, sale of the Company or any other similar transaction involving the Company, the exercise of any portion of this Warrant may, at the election of the Holder, be conditioned upon the consummation of the public offering, sale of the Company or other transaction, in which case such exercise shall not be deemed to be effective until the consummation of such public offering, sale of the Company, or other transaction, as applicable. (e) within No fractional shares of Common Stock shall be issued in connection with any exercise or cashless exercise hereunder, and in lieu of any such fractional shares the time period required Company shall make a cash payment therefor to settle any trade made by the holder after Holder based on the Fair Market Value of a Warrant Share on the date of exercise or cashless exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A-l duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A-l duly completed and executed) at the principal office of the Company and accompanied by the payment to the Company, by certified or official bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, (x) certificates for the Shares shares of stock so purchased plus, in lieu of any fractional share, cash in an amount determined in accordance with Section 6, shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, (y) unless this Warrant has been fully exercised or has expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall has not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, provided that at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the reasonable time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. (i) Subject to Section 1 the provisions hereof, the purchase right represented by Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice Notice of exercise substantially in the form Exercise attached hereto as Exhibit A-1 Appendix A duly completed and executed) at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any Business Day, and the payment by the payment Holder by cash, certified check payable to the Company, by certified Company or bank check, or by wire transfer of immediately available funds to an account designated to the exercising Holder by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased; (b, or in the event of a cashless exercise pursuant to Section 1(c) if below, with the Net Issue Election Notice attached hereto as Appendix B duly executed and completed. On the date on which the Holder shall have satisfied in connection with a registered public offering of full the CompanyHolder’s securities, the surrender obligations set forth herein regarding an exercise of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory provided such date is prior to the Company for payment to Expiration Date), the Company either by certified Holder (or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The other person or persons in whose name(sas directed by the Holder) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the holder of record holder(s) of, the of such Warrant Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to as of the close of business on the date or dates upon which this Warrant is exercised. such date. (ii) In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares whole number of shares of Common Stock so purchased shall be delivered to the holder(sHolder (or such other person or persons as directed by the Holder) hereof as soon promptly as possible and in any event within thirty is reasonably practicable (30but not later than three (3) days Business Days) after such exercise at the Company’s expense, and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant representing the portion whole number of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof Holder as soon as possible and in any event within such thirty reasonably practicable thereafter, (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended but not later than three (the “Exchange Act”3) Business Days), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantsuch exercise.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible promptly and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible promptly and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall use reasonable efforts to cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject A. Unless an election is made pursuant to clause B of this Section 1 hereof3, the purchase right represented by this Warrant may shall be exercised by exercisable at the holder hereofoption of the Holder, in whole at any time or in part and from time to time, at on or before the election Expiration Date for all or any portion of the holder hereof, by: Shares of Preferred Stock (abut not for a fraction of a share) which may be purchased hereunder for the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being to be purchased; (b) if in connection with a registered public offering . In the event, however, that pursuant to the Company's Articles of Incorporation, as amended, an event causing automatic conversion of the Company’s securities, 's Preferred Stock shall have occurred prior to the surrender exercise of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified Warrant, in whole or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the part, then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of the Warrant would have been so converted (and, where the context requires, reference to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares "Preferred Stock" shall be deemed to have been issued) immediately prior include such Common Stock). The Company agrees that the shares of Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the holder hereof as the record owner of such shares as of the close of business on the date or dates upon on which this Warrant is exercisedshall have been surrendered and payment made for such shares. In Subject to the event provisions of any exercise of the purchase rights represented by this WarrantSection 7, certificates for the Shares so purchased other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the holder(s) Holder hereof as soon as possible and in any event by the Company at the Company's expense within thirty (30) ten business days after such exercise and, unless the rights represented by this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also so exercised. Except as provided in clause B of this Section 3, in case a purchase of less than all the shares which may be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of purchased under this Warrant, the Company shall cause its transfer agent cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to deliver the Holder hereof within 20 business days. Each stock certificate representing Shares issued upon exercise so delivered shall be in such denominations of Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 7. B. The Holder, in lieu of exercising this Warrant by the payment of the purchase price pursuant to clause A of this Warrant Section 3 may elect, at any time on or before the Expiration Date, to a broker or other person receive that number of shares of Preferred Stock equal to the quotient of: (i) the difference between (A) the Per Share Price (as directed hereinafter defined) of the Preferred Stock, less (B) the Warrant Price then in effect, multiplied by the holder exercising number of shares of Preferred Stock the Holder would otherwise have been entitled to purchase hereunder pursuant to clause (a) of this Warrant) within Section 3 (or such lesser number of shares as the time period required to settle any trade made by Holder may designate in the holder after case of a partial exercise of this Warrant.); (ii)

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A-1 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; purchased by the holder hereof or (c) exercise of the “net issuance” right provided for in Section 10.2 10.3 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant. Each holder, as a condition to the issuance of shares of Series Preferred upon exercise of this Warrant, shall become party to (i) that certain Third Amended and Restated Investor Rights Agreement, dated as of June 9, 2010, by and between the Company and the persons and entities identified therein, as amended from time to time (the “Investor Rights Agreement”), as an “Investor” for all purposes thereunder by executing and delivering the Adoption Agreement attached to the Investor Rights Agreement as Schedule I and (ii) that certain Third Amended and Restated Stockholders Agreement, dated as of June 9, 2010, by and between the Company and the persons and entities identified therein, as amended from time to time (the “Stockholders Agreement”), as an “Investor” and “Stockholder” for all purposes thereunder by executing and delivering the Adoption Agreement attached to the Stockholders Agreement as Schedule III.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant warrant may be exercised by the holder Holder hereof, in whole or in part and from time to time, at the election of the holder Holder hereof, by: as applicable, after the Initial Exercise Date. At the time Holder elects to exercise this warrant, the Holder shall (ai) the surrender of this Warrant warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (cii) exercise of the “net issuance” right provided for in Section 10.2 9 hereof. In the event of any exercise of the rights represented by this warrant pursuant to this Section 2, certificates for the shares of stock so purchased shall be delivered to the Holder hereof as soon as practicable and in any event within three (3) business days after such exercise and, unless this warrant has been fully exercised or expired, a new warrant representing the portion of the Shares, if any, with respect to which this warrant shall not then have been exercised shall also be issued to the Holder hereof as soon as practicable and in any event within such thirty-day period; provided, however, if requested by the Holder of this warrant, the Company shall use reasonable efforts to cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this warrant to a broker or other person (as directed by the Holder exercising this warrant) within the time period required to settle any trade made by the Holder after exercise of this warrant. The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(s) hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal office of the Company and by the payment to the Company, by cash, certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”"WIRE TRANSFER") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A-1 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by cash, certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; purchased or (c) exercise of the “net issuance” right provided for in Section 10.2 10.3 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this the Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender delivery of this Warrant (with the and a notice of exercise substantially in the form attached hereto as Exhibit A-1 A, duly completed and executed) , at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) Company, of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 9.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Warrant Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise practicable and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Warrant Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant, but subject to the payment by the holder of any applicable transfer taxes) within the time period required to settle any trade made by the holder after exercise of this Warrant. The Company shall, upon the written request of the holder hereof and provided that the Company’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, use its commercially reasonable efforts to credit such aggregate number of Warrant Shares to which the holder is entitled pursuant to such exercise to the holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system (“DWAC”); provided, that the holder provides the Company the reasonably necessary details to effect the foregoing DWAC delivery.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section ---------------------------------------------------- 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchasedpurchased (the "Exercise Amount"); (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchasedExercise Amount; or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof; or (d) by means of any "easy sale" exercise pursuant to Section 10.3 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantpossible.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part part, at any time, and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A-l duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares Units then being purchased; (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares Units then being purchased; or (c) exercise of the “"net issuance” " right provided for in Section 10.2 12.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series G Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercisedexercised in accordance with this Section 2. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty ten (3010) business days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the SharesUnits, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty ten (30)-day 10) business day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Warrant Shares and Contingent Consideration, if any, issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, time at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant. The Company shall be under no obligation to issue the Shares to the holder hereof unless, upon the request of the Company, such holder becomes a party to any stockholder or similar agreement then in effect, provided such agreement requires that a holder of the number of shares of Series Preferred to be held by the holder after exercise of the Warrant become a party.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A-l duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to ---------------------------------------------------- Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, by either, at the election of the holder hereof, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A-1 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the (a) The purchase right represented by this Warrant may be exercised by the holder hereofHolder, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 Annex A duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount amount, in cash or other immediately available funds, equal to the then then-applicable Warrant Price per Share multiplied by the number of Shares then being purchased; purchased or pursuant to the cashless exercise procedure described below. (b) if in connection with a registered public offering In lieu of the Company’s securitiesdelivering cash or other immediately available funds, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of Holder may instruct the Company together with notice of arrangements reasonably satisfactory in writing to the Company for payment to the Company either by certified or bank check or by Wire Transfer deduct from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares that would otherwise be issued upon such exercise, a number of shares of Common Stock equal to the quotient obtained from dividing (x) the product obtained by multiplying (A) the number of Shares for which the Warrant is being exercised and (B) the Warrant Price then being purchased; or in effect by (y) a price equal to the average of the closing price of the Common Stock for the 60 trading days ending two business days prior to the date of exercise. (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person persons or persons entities in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercisedproperly exercised and full payment for the Shares acquired pursuant to such exercise is made. In the event of Upon any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(s) Holder hereof as soon as possible and in any event within thirty (30) 15 days after of receipt of such exercise andnotice and payment, and unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) Holder hereof as soon as possible and in any event within such thirty (30)-day 15-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to ---------------------------------------------------- Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 ----------- duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer Wire Transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the The ---------------------------------------------------- purchase right represented by this Warrant may be exercised by the holder hereofHolder, in whole or in part and part, from time to time, time at the election of the holder hereof, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the CompanyHolder, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to and by the Company for --------- payment to the Company either Company, by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering check, of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of . A new warrant for the “net issuance” right provided for remaining purchase rights will be issued if the Warrant is exercised in Section 10.2 hereofpart. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) hereof Holder as soon as possible and in any event within thirty (30) days after of receipt of such exercise notice and, unless this Warrant has been fully exercised or expired, a new Warrant warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof Holder as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. (a) Subject to Section ---------------------------------------------------- Paragraphs 1 and 10 hereof, the purchase right represented by this Warrant may be exercised by the holder hereofHolder, in whole or in part and from time to time, at time on or after the election of the holder date hereof, by: (a) by the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A, duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereofshare. The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) hereof Holder as soon as possible and in any event within thirty (30) days after of receipt of such exercise notice and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof Holder as soon as possible and in any event within such thirty thirty-day period. (30)-day period; providedb) In lieu of exercising this Warrant as provided in Section 2(a) above, however, the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at such time as the principal office of the Company is subject to the reporting requirements together with notice of the Securities Exchange Act of 1934such election, as amended (the “Exchange Act”), if requested by the holder of this Warrant, in which event the Company shall cause its transfer agent issue to deliver the certificate representing Shares issued upon exercise Holder hereof a number of this Warrant to a broker or other person shares of Common Stock computed using the following formula: Y (as directed by the holder exercising this WarrantA - B) within the time period required to settle any trade made by the holder after exercise of this Warrant.--------- X = A Where

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, of and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Exercise Price multiplied by the number of Warrant Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Warrant Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Warrant Shares represented thereby (and such Warrant Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon on which the holder hereof delivers this Warrant is exercisedtogether with its notice of exercise to the Company (the “Exercise Date”). In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Warrant Shares so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise reasonably practicable and, unless this Warrant has been fully exercised or expired, a new Warrant representing a purchase right in respect of the portion of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantreasonably practicable.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereofhereof during the Term, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to and if the Company “net issuance” right provided for in Section 10.2 is not exercised, by the payment to the Company either Company, by certified certificated or bank check check, or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Warant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised, except that, if the date of such surrender and payment (or giving such “net issuance” notice) is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next suceeding date on which the stock transfer books are open. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) hereof holder as soon as possible and reasonably practicable but in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall use its reasonable efforts to cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the The ---------------------------------------------------- purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, by either, at the election of the holder hereof, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal --------- office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; purchased or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A-1 duly completed and executed) at the ----------- principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after of receipt of such exercise notice and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. (i) Subject to Section 1 the provisions hereof, the purchase right represented by Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice Notice of exercise substantially in the form Exercise attached hereto as Exhibit A-1 APPENDIX A duly completed and executed) at the principal office of the Company Corporation, or such other office or agency of the Corporation as it may reasonably designate by written notice to the Holder, during normal business hours on any Business Day, and the payment by the payment Holder by cash, certified check payable to the Company, by certified Corporation or bank check, or by wire transfer of immediately available funds to an account designated to the exercising Holder by the Company (a “Wire Transfer”) Corporation of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased; (b, or in the event of a cashless exercise pursuant to Section 1(c) if below, with the Net Issue Election Notice attached hereto as APPENDIX B duly executed and completed. On the date on which the Holder shall have satisfied in connection with a registered public offering of full the Company’s securities, the surrender Holder's obligations set forth herein regarding an exercise of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory provided such date is prior to the Company for payment to Expiration Date), the Company either by certified Holder (or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The other person or persons in whose name(sas directed by the Holder, subject to compliance with applicable securities laws) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the holder of record holder(s) of, the of such Warrant Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to as of the close of business on the date or dates upon which this Warrant is exercised. such date. (ii) In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares whole number of shares of Common Stock so purchased shall be delivered to the holder(sHolder (or such other person or persons as directed by the Holder, subject to compliance with applicable securities laws) hereof as soon promptly as possible and in any event within thirty is reasonably practicable (30but not later than three (3) days Business Days) after such exercise at the Corporation's expense, and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant representing the portion whole number of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof Holder as soon as possible and in any event within reasonably practicable thereafter (but not later than three (3) Business Days) after such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantexercise.

Method of Exercise; Payment; Issuance of New Warrant. Subject to ------------------------------------------------------- Section 1 hereof, the purchase right represented by this Warrant may be ---------- exercised by the holder Holder hereof, in whole or in part and from time to time, at time after the election of the holder hereof, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the CompanyInitial Exercise Date, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A duly completed and executed) at the principal ---------- office of the Company together with notice of arrangements reasonably satisfactory to and by the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Warrant Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) Holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant representing the portion of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) Holder hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securitiessecurities pursuant to which the Shares are being registered, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. (i) Subject to Section 1 the provisions hereof, the purchase right represented by Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice Notice of exercise substantially in the form Exercise attached hereto as Exhibit A-1 Appendix A duly completed and executed) at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any Business Day, and the payment by the payment Holder by cash, certified check payable to the Company, by certified Company or bank check, or by wire transfer of immediately available funds to an account designated to the exercising Holder by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased; (b) if . On the date on which the Holder shall have satisfied in connection with a registered public offering of full the CompanyHolder’s securities, the surrender obligations set forth herein regarding an exercise of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory provided such date is prior to the Company for payment to Expiration Date), the Company either by certified Holder (or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The other person or persons in whose name(sas directed by the Holder) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the holder of record holder(s) of, the of such Warrant Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to as of the close of business on the date or dates upon which this Warrant is exercised. such date. (ii) In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares whole number of shares of Common Stock so purchased shall be delivered to the holder(sHolder (or such other person or persons as directed by the Holder) hereof as soon promptly as possible and in any event within thirty is reasonably practicable (30but not later than three (3) days Business Days) after such exercise at the Company’s expense, and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant representing the portion whole number of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof Holder as soon as possible and in any event within reasonably practicable thereafter (but not later than three (3) Business Days) after such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantexercise.

Method of Exercise; Payment; Issuance of New Warrant. (a) Subject to Section 1 the provisions hereof, the purchase right represented by Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (together with the notice Notice of exercise substantially in the form Exercise attached hereto as Exhibit A-1 Appendix A duly completed executed, or in the event of a cashless exercise pursuant to Section 2.4 below, together with the Net Issue Election Notice attached hereto as Appendix B, duly executed and executedcompleted) at the principal office of the Company, or such other office or agency of the Company and as it may reasonably designate by written notice to the Holder, during normal business hours on any Business Day (the date of surrender may hereinafter be referred to as an “Exercise Date”). (b) Within three (3) Business Days of the Exercise Date the Holder shall deliver to the Company payment by the payment Holder in cash, certified check payable to the Company, by certified Company or bank check, or by wire transfer of immediately available funds to an account designated to the Holder by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased; (b) if in connection with a registered public offering of , unless the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory is subject to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof2.4. The Holder (or such other person or persons in whose name(sas directed by the Holder) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the holder of record holder(s) of, the of such Warrant Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to as of the close of business on the date or dates upon on which this Warrant the Holder shall have delivered such payment to the Company, unless the exercise is exercised. pursuant to Section 2.4. (c) In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares whole number of shares of capital stock so purchased shall be delivered to the holder(sHolder (or such other person or persons as directed by the Holder) hereof as soon promptly as possible and in any event within thirty is reasonably practicable, but not later than three (303) days Business Days, after such exercise the applicable Exercise Date, at the Company’s expense, and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant (in the same form as this Warrant) representing the unexercised portion of the Sharesthis Warrant, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof Holder as soon as possible and in any event within such thirty reasonably practicable thereafter, but not later than three (30)-day period; provided3) Business Days, however, at such time as after the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantapplicable Exercise Date.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the Transfer and ------------------------------------------------------------------ Exchange. The purchase right represented by this Warrant may be exercised by the holder hereofat -------- any time prior to expiration. The Holder hereof may exercise this Warrant, in whole or in part and from time to timepart, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice of exercise substantially in the subscription form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company Corporation, and by the payment to the Company, Corporation of the then applicable Warrant Price for the shares being purchased upon such exercise by certified or official bank check, check or by wire transfer surrender to an account designated by the Company (a “Wire Transfer”) Corporation of additional Warrants. Any Warrant so surrendered shall be valued at an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering excess of the Company’s securitiesFair Market Value thereof over the Warrant Price, the surrender of this Warrant (with the notice of exercise form attached hereto in each case determined as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice date of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercisedsurrender. In the event of any exercise of the purchase rights represented by this Warrant, (i) stock certificates for the Shares shares of Common so purchased shall be delivered to the holder(s) Holder hereof as soon as possible forthwith, and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion number of the Sharesshares, if any, with respect to which this Warrant shall not then have been exercised or surrendered as consideration or partial consideration for the exercise of this Warrant shall also be issued delivered to the holder(sHolder hereof forthwith, and (ii) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as stock certificates for the Company is subject to shares of Common so purchased shall be dated the reporting requirements date of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder exercise of this Warrant, and the Company Holder exercising this Warrant shall cause its be deemed for all purposes to be the Holder of the shares of Common so purchased as of the date of such exercise. This Warrant may not be transferred, in whole or in part, except by means of (i) a transfer agent made in accordance with Section 6.2 of the Agreement, or (ii) a transfer exempt from registration under the Securities Act permitted under and made in conformance with Section 6.4 of the Agreement or (iii) a transfer to deliver an underwriter made in accordance with Section 9 of the certificate representing Shares issued Registration Agreement. This Warrant, if so permitted to be transferred, may be transferred on the books of the Corporation by the Holder hereof in person or by duly authorized attorney, upon exercise surrender of this Warrant to a broker at the principal office of the Corporation, properly endorsed and upon payment of any necessary transfer tax or other person (governmental charge imposed upon such transfer. This Warrant is exchangeable at the aforesaid principal office of the Corporation for Warrants for the purchase of the same aggregate number of shares of Common, each new Warrant to represent the right to purchase such number of shares of Common as directed by the holder exercising this Warrant) within Holder hereof shall designate at the time period required of such exchange. All Warrants issued on transfers or exchanges shall be dated the date hereof and shall be identical with this Warrant except as to settle any trade made by the holder after exercise number of this Warrantshares of Common issuable pursuant hereto.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the a notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of Common Stock, which offering includes shares of Common Stock held by the Company’s securitiesholder of this Warrant, the surrender of this Warrant (with the a notice of exercise in the form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder of this Warrant in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercisedexercised and payment is made for such Shares. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(s) holder hereof as soon as possible practicable and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible practicable and in any event within such thirty (30)-day period; provided, however, if at the time of such time as exercise the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall use reasonable efforts to cause its transfer agent to deliver the certificate representing the Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the The purchase right represented by this Warrant may be exercised by the holder hereofHolder, in whole or in part part, subject to the limitation set forth below, and from time to time, at the election of the holder hereof, by: by (ai) the surrender of this Warrant (with the a notice of exercise substantially in the form attached hereto as Exhibit A-1 A, duly completed and executed) at the principal office of the Company and by (ii) the payment to the Company, by certified check or bank check, or by wire transfer of funds to an account designated specified in writing by the Company (a “Wire Transfer”) Company, of an amount equal to the then applicable aggregate Warrant Price multiplied by (provided, however, this clause (ii) shall not be applicable if the Holder is making a cashless exercise pursuant to Section 2 of this Warrant). The Shares so purchased, representing the aggregate number of Shares then being purchased; (b) if shares specified in connection with a registered public offering of the Company’s securitiesexecuted Exhibit A, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(sHolder within a reasonable time, not exceeding five (5) hereof as soon as possible and business days, after this Warrant shall have been so exercised. Upon receipt by the Company of this Warrant at the office of the Company, in any event within thirty (30) days after such proper form for exercise and, unless a cashless exercise is being made in accordance with Section 2 of this Warrant, accompanied by the amount equal to the aggregate Warrant has been fully exercised or expiredPrice, a new Warrant representing the portion Holder shall be deemed to be the holder of record of the SharesShares issuable upon such exercise, if any, with respect to which this Warrant notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Shares shall not then have been exercised shall also be issued actually delivered to the holder(sHolder. Notwithstanding anything else herein to the contrary, the Holder shall not have the right, and the Company shall not have the obligation, to exercise all or any portion of this Warrant if and to the extent that the issuance to the Holder of shares of Common Stock upon such exercise would result in the total number of shares of Common Stock deemed beneficially owned by the Holder (together with all shares of Common Stock deemed beneficially owned by any of the Holder's affiliates that would be aggregated for purposes of determining a group under Section 13(d) hereof as soon as possible of the Exchange Act) exceeding, when issued, 4.9% of the total issued and in any event within such thirty outstanding shares of the Company's Common Stock (30)-day periodthe "Restricted Ownership Percentage"); provided, however, that (i) Holder shall have the right at any time and from time to time to increase or decrease its Restricted Ownership Percentage and otherwise waive in whole or in part the restrictions of this paragraph immediately upon written notice to the Company, and (ii) Holder can make subsequent adjustments pursuant to the preceding clause (i) any number of times, and provided further that nothing in the foregoing shall prevent the partial exercise of the Warrant for such time number of shares of Common Stock as do not exceed the Restricted Ownership Percentage. If this Warrant shall have been exercised only in part, the Company is subject shall, at the time of delivery of such Shares, deliver to the reporting requirements of Holder a new Warrant evidencing the Securities Exchange Act of 1934, as amended (right to purchase the “Exchange Act”), if requested remaining Shares called for by the holder of this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise request of Holder, appropriate notation may be made on this Warrant which shall then be returned to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this WarrantHolder.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”"WIRE TRANSFER") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; , or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise practicable and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (properly endorsed and with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; or (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. (a) Subject to Section Paragraph 1 hereof, the purchase right represented by this Warrant may be exercised by the holder Holder hereof, in whole or in part and from time to timepart, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice Notice of exercise substantially in the Exercise form attached hereto as Exhibit A-1 1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares shares then being purchased; . The Warrant Price shall be paid in cash, by wire transfer or by check. (b) In lieu of delivering the Warrant Price as set forth in subparagraph (a), the Holder may exercise this Warrant by conversion, in whole or in part, into shares of Common Stock, by instructing the Company in writing ("Notice of Conversion") to deliver to the Holder (without payment by the Holder of any Warrant Price or of any other cash or consideration) that number of shares of Common Stock equal to the quotient obtained by dividing: (i) the value of this Warrant at the time the conversion right is exercised (determined by subtracting the aggregate Warrant Price in effect immediately prior to the exercise of the conversion right from the aggregate current market price (as determined in accordance with Paragraph 5(f) hereof) of the shares of Common Stock issuable upon exercise of this Warrant immediately prior to the exercise of the conversion right) by (ii) the current market price (as determined in accordance with Paragraph 5(e) hereof) of one share of Common Stock immediately prior to the exercise of the conversion right, and multiplying the quotient so obtained by a fraction equal to the portion of this Warrant which the Holder desires to exercise. The Notice of Conversion may be given by circling the appropriate option in the Notice of Exercise attached to this Warrant. (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon Each exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) effected immediately prior to the close of business on the date or dates upon business day on which this Warrant is exercised. shall have been surrendered to the Company, and at such time, the person or persons in whose name or names any certificate or certificates for shares of Common Stock (or other securities) shall be issuable upon such exercise, shall be deemed to have become the holder or holders of record thereof. (d) In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(sHolder hereof (or the transferee designated in the Notice of Exercise) hereof as soon as possible and in any event within thirty a reasonable time (30but not later than three (3) business days after the date of such exercise exercise) and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Sharesshares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) Holder hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantreasonable time.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this This Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (Warrant, with the a notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) , at the principal office of the Company and by the payment to the CompanyCorporation, by accompanied by: (a) a certified or bank check, or by wire transfer to an account designated by the Company Corporation (a “Wire Transfer”) ), of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; or (b) if in connection with certificates evidencing a registered public offering number of shares of the CompanyCorporation’s securities, Series A 7% Cumulative Preferred Stock (the surrender of this Warrant “Series A Preferred Stock”) having an aggregate Redemption Price (with as defined in the notice of exercise form attached hereto as Exhibit A-2 duly completed and executedArticles Supplementary creating the Series A Preferred Stock) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or . (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) names any certificate(s) certificates representing Shares shall be of Common Stock issuable upon exercise of this Warrant are to be issued shall be deemed to have become the holder(s) holders of record of, and shall be treated for all purposes as the record holder(s) holders of, the Shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. . (d) In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of Common Stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) 30 days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall has not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day 30-day period; provided, however, at such time as the Company Corporation is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company Corporation shall cause its transfer agent to deliver the certificate representing the Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereofhereof during the Term, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchasedCompany; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised, except that, if the date of such surrender and payment (or giving such “net issuance” notice) is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next suceeding date on which the stock transfer books are open. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) hereof holder as soon as possible and reasonably practicable but in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall use its reasonable efforts to cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. (a) Subject to Section 1 the provisions hereof, the purchase right represented by Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice Notice of exercise substantially in the form Exercise attached hereto as Exhibit A-1 Appendix A duly completed and executed) at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any Business Day, and the payment by the payment Holder by cash, certified check payable to the Company, by certified Company or bank check, or by wire transfer of immediately available funds to an account designated to the exercising Holder by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased; (b) if . On the date on which the Holder shall have satisfied in connection with a registered public offering of full the CompanyHolder’s securities, the surrender obligations set forth herein regarding an exercise of this Warrant (with provided such date is no later than the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at Expiration Date), the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified Holder (or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The other person or persons in whose name(sas directed by the Holder, subject to compliance with applicable securities laws) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the holder of record holder(s) of, the of such Warrant Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to as of the close of business on the date or dates upon which this Warrant is exercised. such date. (b) In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares whole number of shares of Common Stock so purchased shall be delivered to the holder(sHolder (or such other person or persons as directed by the Holder, subject to compliance with applicable securities laws) hereof as soon promptly as possible and in any event within thirty is reasonably practicable (30but not later than three (3) days Business Days) after such exercise at the Company’s expense, and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant representing the portion whole number of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof Holder as soon as possible and in any event within reasonably practicable thereafter (but not later than three (3) Business Days) after such thirty exercise. (30)-day period; provided, however, at such time as c) Certificates for Warrant Shares purchased hereunder shall be transmitted by the Company or its transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is subject a participant in such system, and otherwise by physical delivery to the reporting requirements address specified by the Holder in the Notice of Exercise within three (3) Business Days from the delivery to the Company of each of the Securities Exchange Act Notice of 1934Exercise, as amended payment of the Warrant Price multiplied by the number of Warrant Shares being purchased (the “Exchange ActPurchase Price”) and surrender of this Warrant (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the latest date on which the Notice of Exercise, this Warrant or the applicable Purchase Price is received by the Company (the latest date being the “Receipt Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the later of the Receipt Date and the date that all taxes required to be paid by the Holder, if requested by any, prior to the holder issuance of such Warrant Shares have been paid. (d) If this WarrantWarrant shall have been exercised in part, the Company shall cause at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (e) If the Company or its transfer agent fails to deliver transmit to the Holder a certificate or certificates representing the Warrant Shares issued upon pursuant to Section 1(c) hereof by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by delivering a written notice of rescission to the Company within three (3) Business Days of the Warrant Share Delivery Date. The Company shall be liable to the Holder for liquidated damages in an amount equal to 1.5% of the aggregate price of the Warrant Shares, as adjusted pursuant to Section 3 hereof, evidenced by such certificate for each thirty (30)-day period (or portion thereof) beyond such three (3)-Business Day period that the certificates have not been so delivered. (f) If any portion of this Warrant remains unexercised as of the Expiration Date and the Fair Market Value (as defined in Section 9 hereof) of one share of Common Stock as of the Expiration Date is greater than the applicable Warrant Price as of the Expiration Date, then this Warrant shall be deemed to have been automatically exercised as of immediately prior to the close of business on the Expiration Date (or in the event that the Expiration Date is not a broker Business Day, the immediately preceding Business Day) (the “Automatic Exercise Date”); provided that the Holder submits to the Company no later than ten (10) Business Days following the Automatic Exercise Date payment (the “Payment”) by cash, certified check payable to the Company or wire transfer of immediately available funds to an account designated to the exercising Holder by the Company of an amount equal to the Warrant Price applicable as of the Automatic Exercise Date multiplied by the number of Warrant Shares then being purchased pursuant to this Section 1(f). The Holder (or such other person (or persons as directed by the Holder, subject to compliance with applicable securities laws) shall be treated for all purposes as the holder exercising of record of such Warrant Shares as of the close of business on the date the Payment is received by the Company. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this WarrantSection 1(f) within without any action by the time period Holder; provided that the Holder shall be required to settle any trade made surrender this Warrant to the Company with the Payment. As soon as is reasonably practicable after the Payment and Warrant are received by the holder after Company pursuant to this Section 1(f), the Company, at its expense, shall issue and deliver to the Holder (or such other person or persons as directed by the Holder, subject to compliance with applicable securities laws) a certificate or certificates for the number of Warrant Shares issuable upon such exercise of in accordance with this WarrantSection 1(f).

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder Holders hereof, in whole or in part and from time to time, at the election of the holder Holders hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder Holders in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof; or (d) exercise of the conversion right provided for in Section 10.4 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(sHolder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) Holders hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) Holders hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, hereof in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A, or if the Warrant is exercised pursuant to the net issuance provisions of Section 9 with the notice of exercise form attached hereto as Exhibit A-1, duly completed and executed) at the principal office of the Company and and, if applicable, by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty fifteen (3015) calendar days after such exercise (except that if the Company's Common Stock is then publicly traded, such certificates shall be delivered within three (3) business days) and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty fifteen (30)-day 15) day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. (a) Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, hereof (in whole amounts of 1,000 Shares or in part and from time to time, at the election of the holder hereof, by: (amore) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for and by payment to the Company either Company, by certified or bank check or by Wire Transfer from the proceeds one of the sale of shares to be sold by the holder methods specified in such public offering subparagraph 2(b) below, of an amount equal to the then applicable Warrant Price per share Share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after of receipt of such exercise and, unless notice. Upon receipt by the Company of this Warrant has been fully and such notice of exercise form, together with the applicable Warrant Price, the holder shall be deemed to be the holder of record of the Shares, notwithstanding that certificates representing the Shares shall not then be actually delivered to such holder. In the event that this Warrant is exercised or expiredfor a number of Shares less than the total number of Shares for which it may be exercised, the Company shall deliver to the warrantholder at the time of delivery of a certificate for purchased Shares, a new Warrant representing with the portion same terms as set forth herein, but for a number of Shares reduced by the Shares, if any, with respect number of Shares as to which this Warrant (and any subsequent surrendered Warrant) has already been exercised. (b) Payment of the exercise price (equal to the Warrant Price per Share multiplied by the number of Shares then being purchased) of this Warrant shall not then have been be made by (i) cashier's or certified check, (ii) wire transfer or (iii) authorization for the Company to retain from the total number of Shares as to which the Warrant is exercised that number of Shares having a fair market value on the date of exercise equal to the exercise price for the total number of Shares as to which the Warrant is exercised. Any combination of the foregoing methods of payment shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantacceptable.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereofHolder, in whole or in part and from time to time, at the election of the holder hereofpart, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the : 2.1 The surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 Attachment A and the Investment Representation Statement attached hereto as Attachment B duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for Company; and 2.2 The payment to the Company either Company, by certified check, wire transfer, forgiveness of indebtedness, or bank check or by Wire Transfer from the proceeds any combination of the sale of shares to be sold by the holder in such public offering foregoing of an amount equal to the then applicable Warrant Price per share multiplied by the number of Warrant Shares then being purchased; or (c) exercise . If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the “net issuance” right provided for in Section 10.2 hereofHolder thereof to purchase the balance of the Warrant Shares purchasable hereunder. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise Upon receipt by the Company of this Warrant and such notice of exercise, together with, if applicable, the aggregate Warrant Price, at such office, or by the stock transfer agent or warrant agent of the Company at its office, the Holder shall be deemed to have become be the holder(s) holder of record ofof the applicable Warrant Shares, and notwithstanding that the stock transfer books of the Company shall then be treated for all purposes as the record holder(s) of, the Shares represented thereby (and closed or that certificates representing such Warrant Shares shall not then be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be actually delivered to the holder(s) hereof as soon as possible Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion respect of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements issue or delivery of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this WarrantShares.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: (a) Holder by the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds delivery of the sale that number of shares to be sold by the holder in such public offering of an amount Common Stock having a current fair market value equal to the then applicable Warrant Price per share multiplied by Price, which shares may be the number of Shares then being purchased; or (c) exercise of shares underlying the “net issuance” right provided for in Section 10.2 hereofWarrant. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, of the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise practicable and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this WarrantHolder, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder Holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. (i) Subject to Section 1 the provisions hereof, the purchase right represented by Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice Notice of exercise substantially in the form Exercise attached hereto as Exhibit A-1 Appendix A duly completed and executed) at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any Business Day, and the payment by the payment Holder by cash, certified check payable to the Company, by certified Company or bank check, or by wire transfer of immediately available funds to an account designated to the exercising Holder by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased; (b, or in the event of a cashless exercise pursuant to Section 1(b) if below, with the Net Issue Election Notice attached hereto as Appendix B duly executed and completed. On the date on which the Holder shall have satisfied in connection with a registered public offering of full the CompanyHolder’s securities, the surrender obligations set forth herein regarding an exercise of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory provided such date is prior to the Company for payment to Expiration Date), the Company either by certified Holder (or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The other person or persons in whose name(sas directed by the Holder, subject to compliance with applicable securities laws) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the holder of record holder(s) of, the of such Warrant Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to as of the close of business on the date or dates upon which this Warrant is exercised. such date. (ii) In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares whole number of shares of Common Stock so purchased shall be delivered to the holder(sHolder (or such other person or persons as directed by the Holder, subject to compliance with applicable securities laws) hereof as soon promptly as possible and in any event within thirty is reasonably practicable (30but not later than five (5) days Business Days) after such exercise at the Company’s expense, and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant representing the portion whole number of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof Holder as soon as possible and in any event within reasonably practicable thereafter (but not later than five (5) Business Days) after such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantexercise.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the (a) The purchase right represented by this Warrant may be exercised by the holder hereofHolder, in whole or in part part, subject to the limitation set forth below, and from time to time, at the election of the holder hereof, by: by (ai) the surrender of this Warrant (with the a notice of exercise substantially in the form attached hereto as Exhibit A-1 A, duly completed and executed) at the principal office of the Company and by (ii) the payment to the Company, by certified check or bank check, or by wire transfer of funds to an account designated specified in writing by the Company (a “Wire Transfer”) Company, of an amount equal to the then applicable aggregate Warrant Price multiplied by Price. The Shares so purchased, representing the aggregate number of Shares then being purchased; (b) if shares specified in connection with a registered public offering of the Company’s securitiesexecuted Exhibit A, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(sHolder within a reasonable time, not exceeding ten (10) hereof as soon as possible and in any event within thirty (30) days business days, after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall have been so exercised. Upon receipt by the Company of this Warrant at the office of the Company, in proper form for exercise and accompanied by the amount equal to the aggregate Warrant Price, the Holder shall be deemed to be the holder of record of the Shares issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Shares shall not then have been exercised shall also be issued actually delivered to the holder(sHolder. (b) hereof as soon as possible Notwithstanding anything else herein to the contrary, the Holder shall not have the right, and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject shall not have the obligation, to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder exercise all or any portion of this Warrant, unless and until each of the following events has first occurred: (i) the Company’s stockholders have approved an increase in the number of shares of common stock authorized by the Company’s Certificate of Incorporation in an amount not less than the amount required to permit all warrants issued in this series to be converted into shares of the Company’s Common Stock as provided herein, at a validly held meeting of stockholders at which a quorum is present and acting throughout; and (ii) the Company shall cause has filed with the Secretary of State of State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation to amend its transfer agent Certificate of Incorporation to deliver increase the certificate representing Shares issued upon exercise number of shares of common stock authorized by the Company’s Certificate of Incorporation. (c) If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such Shares, deliver to the Holder a broker or other person (as directed new Warrant evidencing the right to purchase the remaining Shares called for by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of , which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant which shall then be returned to Holder.

Method of Exercise; Payment; Issuance of New Warrant. (i) Subject to Section 1 the provisions hereof, the purchase right represented by Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice Notice of exercise substantially in the form Exercise attached hereto as Exhibit A-1 Appendix A duly completed and executed) at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any Business Day, and the payment by the payment Holder by cash, certified check payable to the Company, by certified Company or bank check, or by wire transfer of immediately available funds to an account designated to the exercising Holder by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased; (b, or in the event of a cashless exercise pursuant to Section 1(c) if below, with the Net Issue Election Notice attached hereto as Appendix B duly executed and completed. On the date on which the Holder shall have satisfied in connection with a registered public offering of full the Company’s securities, the surrender Holder's obligations set forth herein regarding an exercise of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory provided such date is prior to the Company for payment to Expiration Date), the Company either by certified Holder (or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The other person or persons in whose name(sas directed by the Holder, subject to compliance with applicable securities laws) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the holder of record holder(s) of, the of such Warrant Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to as of the close of business on the date or dates upon which this Warrant is exercised. such date. (ii) In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares whole number of shares of Common Stock so purchased shall be delivered to the holder(sHolder (or such other person or persons as directed by the Holder, subject to compliance with applicable securities laws) hereof as soon promptly as possible and in any event within thirty is reasonably practicable (30but not later than five (5) days Business Days) after such exercise at the Company's expense, and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant representing the portion whole number of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof Holder as soon as possible and in any event within reasonably practicable thereafter (but not later than five (5) Business Days) after such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantexercise.

Method of Exercise; Payment; Issuance of New Warrant. Subject to ---------------------------------------------------- Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; or (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 9 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrantwarrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible practicable and in any event within thirty (30) days after such exercise and, unless this Warrant warrant has been fully exercised or expired, a new Warrant warrant representing the portion of the Shares, if any, with respect to which this Warrant warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible practicable and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrantwarrant, the Company shall use reasonable efforts to cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant warrant to a broker or other person (as directed by the holder exercising this Warrantwarrant) within the time period required to settle any trade made by the holder after exercise of this Warrantwarrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the expiration or termination of the statutory waiting period required under HSR (and any extension thereof) in respect of the issuance of certain Warrant Shares as provided in Section 10(c)(ii) hereof, and the expiration of the exercise delay periods, if applicable, set forth in Section 2(d) hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and part, at any time or from time to time, at from and after the election Date of the holder hereof, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and Grant by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to Company, and, except as otherwise provided for herein, by the Company for payment to the Company either by certified or bank check an amount in cash or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount check equal to the then applicable Warrant Price per share multiplied by the number of Warrant Shares then being purchased; or (c) exercise . In addition and not in limitation of the “net issuance” foregoing, if such holder owns Senior Notes of the Company, in lieu of paying such Warrant Price in cash or by check, such holder shall have the right provided for (but not the obligation) to pay such Warrant Price by agreeing to cancel and forgive the debt owed by the Company to such holder pursuant to the Senior Notes in Section 10.2 hereofthe amount equal to such Warrant Price. (Such debt cancellation and forgiveness shall be applied first, toward accrued and unpaid interest on the Senior Notes (if any), second, to any premium due and owing on the Senior Notes (if any), and third, to the outstanding principal amount of the Senior Notes.) The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercisedexercised if exercised prior to the close of business on such date; otherwise, the date of record shall be the next Business Day. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of Common Stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty five (305) days Business Days after such exercise and, unless this Warrant has been fully exercised or expired(including without limitation, exercise pursuant to Section 2(b) below), a new Warrant representing the portion of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty five (30)-day 5) Business Day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; . In lieu of exercising this warrant as provided above, the holder thereof may by delivery of notice of exercise substantially in the form of Exhibit A convert this warrant in whole or in part into a number of shares determined by dividing (a) the aggregate Fair Market Value of the Shares delivered for conversion minus the aggregate Warrant Price of such Shares by (b) if in connection with the Fair Market Value of one Share. For purposes hereof, Fair Market Value of a registered public offering Share shall mean the average closing price of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office common stock of the Company together with notice on the Nasdaq Exchange over the last ten (10) trading days prior to exercise. Such mode of arrangements reasonably satisfactory exercise shall be referred to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. as "Cashless Exercise." The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day 30) day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to ---------------------------------------------------- Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 9.1 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. (a) Subject to Section 1 hereofand Section 8, the purchase right represented by this Warrant may be exercised by the holder hereofholder, in whole or in part and from time to timepart, at the election of the holder hereof, by: (a) by the surrender of this Warrant (together with the notice Notice of exercise substantially Exercise and the Investment Representation Statement, each ---------------------- * Subject to adjustment from time to time pursuant to the provisions of Section 5. completed and duly executed in the form attached hereto as Exhibit A-1 duly completed A and executed) Exhibit B, respectively, to the Company at the principal office of the Company Warrant Agent and by the payment to the Warrant Agent, for the account of the Company, by certified check or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securitiesfederal or other immediately available funds, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares shares then being purchased; or . (cb) exercise of The Company and Warrant Agent agree that the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shares so purchased shall be deemed to have become be issued to the holder(s) of record of, and shall be treated for all purposes holder as the record holder(s) of, the Shares represented thereby (and owner of such Shares shall be deemed to have been issued) immediately prior to shares as of the close of business on the date or dates upon on which this Warrant is exercisedWarrant, together with the completed and duly executed Notice of Exercise and the Investment Representation Statement, shall have been surrendered and payment made for such shares as aforesaid. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of Common Stock so purchased shall be delivered to the holder(s) hereof as soon as possible and in any event within thirty (30) days after such exercise holder promptly thereafter and, unless this Warrant has been fully exercised or expired, a new Warrant representing the unexercised and unexpired portion of the Sharesthis Warrant, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantpromptly.

Method of Exercise; Payment; Issuance of New Warrant. Subject to ------------------------------------------------------- Section 1 hereof, the purchase right represented by this Warrant may be ---------- exercised by the holder Holder hereof, in whole or in part and from time to time, at time after the election of the holder hereof, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the CompanyInitial Exercise Date, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A duly completed and executed) at the principal ---------- office of the Company together with notice of arrangements reasonably satisfactory to and by the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Warrant Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) Holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant representing the portion of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) Holder hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended . (the “Exchange Act”), if requested by the holder 1) Upon completion of this Warrantoffering, the Company shall cause its transfer agent to deliver intends on effecting a 1-for-31 reverse stock split (the certificate representing "Reverse Stock Split"). The amount calculated above equals the number of Warrant Shares issued upon exercise on a post-Reverse Stock Split Basis. On a pre-Reverse Stock Split basis, the number of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this WarrantShares equals 7,742,250.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the (a) The purchase right represented by this Warrant may be exercised by the holder hereofHolder, in whole or in part part, subject to the limitation set forth below, and from time to time, at the election of the holder hereof, by: by (ai) the surrender of this Warrant (with the a notice of exercise substantially in the form attached hereto as Exhibit A-1 B, duly completed and executed) at the principal office of the Company and by (ii) the payment to the Company, by certified check or bank check, or by wire transfer of funds to an account designated specified in writing by the Company (a “Wire Transfer”) Company, of an amount equal to the then applicable aggregate Warrant Price multiplied by Price. The Shares so purchased, representing the aggregate number of Shares then being purchased; (b) if shares specified in connection with a registered public offering of the Company’s securitiesexecuted Exhibit B, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(sHolder within a reasonable time, not exceeding ten (10) hereof as soon as possible and in any event within thirty (30) days business days, after such exercise and, unless this Warrant has shall have been fully so exercised. Upon receipt by the Company of this Warrant at the office of the Company, in proper form for exercise and accompanied by the amount equal to the aggregate Warrant Price, the Holder shall be deemed to be the holder of record of the Shares issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Shares shall not then be actually delivered to the Holder. (b) If this Warrant shall have been exercised or expiredonly in part, the Company shall, at the time of delivery of such Shares, deliver to the Holder a new Warrant representing evidencing the portion of right to purchase the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested remaining Shares called for by the holder of this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise request of Holder, appropriate notation may be made on this Warrant which shall then be returned to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this WarrantHolder.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section Paragraph 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereofHolder, in whole or in part and from time to time, at the election of the holder hereof, by: (a) by the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified check or bank checksuch other manner of payment as the parties may agree, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Exercise Price (as defined in Paragraph 4) per share multiplied by times the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) hereof Holder as soon as possible and in any event within thirty (30) days after such exercise is reasonably practicable and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof Holder as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrantreasonably practicable.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the (a) The purchase right represented by this Warrant may be exercised by the holder hereofHolder, in whole or in part part, subject to the limitation set forth below, and from time to time, at the election of the holder hereof, by: by (ai) the surrender of this Warrant (with the a notice of exercise substantially in the form attached hereto as Exhibit A-1 A, duly completed and executed) at the principal office of the Company and by (ii) the payment to the Company, by certified check or bank check, or by wire transfer of funds to an account designated specified in writing by the Company (a “Wire Transfer”) Company, of an amount equal to the then applicable aggregate Warrant Price multiplied by Price. The Shares so purchased, representing the aggregate number of Shares then being purchased; (b) if shares specified in connection with a registered public offering of the Company’s securitiesexecuted Exhibit A, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(sHolder within a reasonable time, not exceeding ten (10) hereof as soon as possible and in any event within thirty (30) days business days, after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall have been so exercised. Upon receipt by the Company of this Warrant at the office of the Company, in proper form for exercise and accompanied by the amount equal to the aggregate Warrant Price, the Holder shall be deemed to be the holder of record of the Shares issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Shares shall not then have been exercised shall also be issued actually delivered to the holder(sHolder. (b) hereof as soon as possible Notwithstanding anything else herein to the contrary, the Holder shall not have the right, and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject shall not have the obligation, to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder exercise all or any portion of this Warrant, unless and until each of the following events has first occurred: (i) the Company's stockholders have approved an increase in the number of shares of common stock authorized by the Company's Certificate of Incorporation in an amount not less than the amount required to permit all warrants issued in this series to be converted into shares of the Company's Common Stock as provided herein, at a validly held meeting of stockholders at which a quorum is present and acting throughout; and (ii) the Company shall cause has filed with the Secretary of State of State of Delaware a Certificate of Amendment to the Company's Certificate of Incorporation to amend its transfer agent Certificate of Incorporation to deliver increase the certificate representing Shares issued upon exercise number of this Warrant to a broker or other person (as directed shares of common stock authorized by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise Company's Certificate of this WarrantIncorporation.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereofhereof during the Term, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to and if the Company “net issuance” right provided for in Section 10.2 is not exercised, by the payment to the Company either Company, by certified certificated or bank check check, or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised, except that, if the date of such surrender and payment (or giving such “net issuance” notice) is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) hereof holder as soon as possible and reasonably practicable but in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall use its reasonable efforts to cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) 2 at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; , or (b) if in connection with a registered public offering of the Company’s 's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A-1 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; purchased or (c) exercise of the “net issuance” right provided for in Section 10.2 10.3 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty (30)-day thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the expiration or termination of the statutory waiting period required under HSR (and any extension thereof) in respect of the issuance of certain Warrant Shares as provided in Section 10(c)(ii) hereof, and the expiration of the exercise delay periods, if applicable, set forth in Section 2(d) hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and part, at any time or from time to time, at from and after the election Date of the holder hereof, by: (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and Grant by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 A duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to Company, and, except as otherwise provided for herein, by the Company for payment to the Company either by certified or bank check an amount in cash or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount check equal to the then applicable Warrant Price per share multiplied by the number of Warrant Shares then being purchased; or (c) exercise . In addition and not in limitation of the foregoing, if such holder owns Senior Notes of the Company issued pursuant to that certain Senior Note and Warrant Purchase Agreement, dated May 29, 2002, by and among the Company and the purchasers named therein (the “net issuance” Senior Notes”), in lieu of paying such Warrant Price in cash or by check, such holder shall have the right provided for (but not the obligation) to pay such Warrant Price by agreeing to cancel and forgive the debt owed by the Company to such holder pursuant to the Senior Notes in Section 10.2 hereofthe amount equal to such Warrant Price. (Such debt cancellation and forgiveness shall be applied first, toward accrued and unpaid interest on the Senior Notes (if any), second, to any premium due and owing on the Senior Notes (if any), and third, to the outstanding principal amount of the Senior Notes.) The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercisedexercised if exercised prior to the close of business on such date; otherwise, the date of record shall be the next Business Day. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of Common Stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty five (305) days Business Days after such exercise and, unless this Warrant has been fully exercised or expiredexercised, a new Warrant representing the portion of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and in any event within such thirty five (30)-day 5) Business Day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant warrant may be exercised by the holder Holder hereof, in whole or in part and from time to time, at the election of the holder Holder hereof, by: after the Initial Exercise Date, in the manner described below: (a) if the surrender Company has not received the requisite approval of its shareholders to issue shares of Common Stock to the Holder upon exercise of this warrant (“Shareholder Approval”), then the Holder shall be entitled (i) to exercise this warrant, in whole or in part, at any time and from time to time from June 28, 2008, by surrendering this warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company, and (ii) to receive, upon such exercise of this warrant, cash from the Company in an amount equal to the difference between (A) the then-current “fair market value” (as defined under Section 9(c) below) of the Shares, and (B) the Warrant Price, multiplied by the number of Shares to which such exercise relates; or (b) if the Company has received Shareholder Approval at the time Holder elects to exercise this warrant, then the Holder shall (i) surrender this warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (cii) exercise of the “net issuance” right provided for in Section 10.2 9 hereof. In the event of any exercise of the rights represented by this warrant pursuant to this Section 2(b), certificates for the shares of stock so purchased shall be delivered to the Holder hereof as soon as practicable and in any event within three (3) business days after such exercise and, unless this warrant has been fully exercised or expired, a new warrant representing the portion of the Shares, if any, with respect to which this warrant shall not then have been exercised shall also be issued to the Holder hereof as soon as practicable and in any event within such thirty-day period; provided, however, if requested by the Holder of this warrant, the Company shall use reasonable efforts to cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this warrant to a broker or other person (as directed by the Holder exercising this warrant) within the time period required to settle any trade made by the Holder after exercise of this warrant. The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(s) hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the (a) The purchase right represented by this Warrant may be exercised by the holder hereofInvestor, in whole or in part and from time to timeduring the Term, at the election of the holder hereofInvestor, by: (a) by the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 A duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Exercise Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shall be are issuable upon exercise of this Warrant shall will be deemed to have become the holder(s) of record of, and shall will be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall will be deemed to have been issued) immediately prior to at the close opening of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall will be delivered to the holder(s) hereof Investor as soon as possible and in any event within thirty (30) ten calendar days after such exercise and, unless this Warrant has been fully exercised or has expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall has not then have been exercised shall will also be issued to the holder(s) hereof Investor as soon as possible and in any event within such thirty ten-day period. (30)-day period; provided, however, at such time b) If any of the following occurs during the Term: (i) a consolidation or merger of the Company with or into another entity (other than any merger as to which the Company is the surviving corporation and there is no change in the capital stock of the Company), (ii) a liquidating dividend of the Company, or (iii) a tender offer or exchange offer with respect to the Common Stock (other than a tender offer opposed by the Company's board of directors) (each, an "Event"), then, in connection with any such Event, the Investor will have the right, subject to paragraph (c) below, in lieu of exercising such Warrant in advance of such Event and receiving the reporting requirements consideration that the Investor upon exercise of such Warrant would receive in connection with such consolidation or merger, liquidating dividend or tender offer (the "Event Consideration"), upon surrender of the Securities Exchange Act of 1934Warrant certificate evidencing such Warrant to the Company or its duly authorized agent or to the depositary or exchange agent, as amended (the “Exchange Act”)case may be, if requested to receive the Event Consideration with respect to the Shares for which such Warrant is exercisable reduced by the holder Exercise Price. Such reduction in the Event Consideration will first be applied to any cash included in the Event Consideration and, to the extent that such cash is less than the Exercise Price, the amount of the securities or other property to be received by the Investor will be reduced by an amount that, together with any such cash, is equal to the Exercise Price as determined by mutual agreement of the Company and the Investor. The provisions of this Warrantparagraph (b) will also apply to successive Events. (c) The Company will furnish the Investor with prompt written notice of an Event following its approval by the Company's Board of Directors. Thereafter, the Investor will make an irrevocable election whether to exercise this Warrant in accordance with paragraph (a) hereof or to not exercise this Warrant by delivery of written notice to the Company shall cause to that effect. The Investor will make such election at any time following the Investor's receipt of the Company's notice until 10 days prior: (A) to the date of the meeting of the Company's shareholders at which the Company's shareholders will be asked to approve an Event of the type described in paragraph (b)(i) hereof, (B) to the date of making the dividend in the case of an Event of the type described in paragraph (b)(ii) hereof, or (C) to the expiration date (or its transfer agent to deliver Canadian equivalent) in the certificate representing Shares issued case of an Event of the type described in paragraph (b)(iii) hereof. In the case of successive Events, the Investor may make its election at any time until the latest of the foregoing dates. (d) The issuance of certificates upon exercise of this Warrant will be made without charge to a broker or other person (as directed by the holder exercising this Warrantfor any issuance tax (excluding any income tax liability imposed on the holder, or any predecessor or successor in interest to the holder) within the time period required to settle any trade made by the holder after exercise of this Warrant.in

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by: by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer of immediately available funds to an account designated by the Company (a “"Wire Transfer”") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities's securities in which the holder has the right to participate pursuant to Section 9, and then only with respect to such number of shares as are eligible pursuant to the terms of Section 9 to be sold by the holder in such offering, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “"net issuance” " right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing Shares shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares shares of stock so purchased shall be delivered to the holder(s) holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) holder hereof as soon as possible and .and in any event within such thirty (30)-day thirty-day period; provided, however, provided that at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant warrant may be exercised by the holder Holder hereof, in whole or in part and from time to time, at the election of the holder Holder hereof, by: as applicable, after the Initial Exercise Date. At the time the Holder elects to exercise this warrant, the Holder shall (ai) the surrender of this Warrant warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (cii) exercise of the “net issuance” right provided for in Section 10.2 9 hereof. In the event of any exercise of the rights represented by this warrant pursuant to this Section 2, certificates for the shares of stock so purchased shall be delivered to the Holder hereof as soon as practicable and in any event within three (3) business days after such exercise and, unless this warrant has been fully exercised or expired, a new warrant representing the portion of the Shares, if any, with respect to which this warrant shall not then have been exercised shall also be issued to the Holder hereof as soon as practicable and in any event within such thirty-day period; provided, however, if requested by the Holder of this warrant, the Company shall use reasonable efforts to cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this warrant to a broker or other person (as directed by the Holder exercising this warrant) within the time period required to settle any trade made by the Holder after exercise of this warrant. The person or persons in whose name(s) any certificate(s) representing Shares shares of Common Stock shall be issuable upon exercise of this Warrant warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares shares represented thereby (and such Shares shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant warrant is exercised. In the event of any exercise of the purchase rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder(s) hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder(s) hereof as soon as possible and in any event within such thirty (30)-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.