Common use of Method of Exercise Clause in Contracts

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.

Method of Exercise. The Holder hereof This Option may exercise this Warrant, in whole or in part, be exercised only by delivery written notice (the “Exercise Notice”) by the Optionee to the Company (at its principal executive office. The Exercise Notice shall be deemed given when deposited in the U. S. mails, postage prepaid, addressed to the Company at its principal executive office, or such if given other office or agency than by deposit in the U.S. mails, when delivered in person to an officer of the Issuer as it may designate by notice in writing to Company at that office. The date of exercise of this Option (the Holder at the address of the Holder appearing on the books of the Issuers“Exercise Date”) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on be the date of such exercise multiplied the postmark if the notice is mailed or the date received if the notice is delivered other than by mail. The Exercise Notice shall state the number of shares in respect of Warrant Stock with respect to which this Warrant Option is then being exercisedexercised and, payable at such Holder’s election (i) if the shares for which this Option is being exercised are to be evidenced by certified or official bank check or by wire transfer more than one stock certificate, the denominations in which the stock certificates are to an account designated be issued. The Exercise Notice shall be signed by the IssuerOptionee and shall include the complete address of such person, (ii) together with such person’s social security number. This Option may be exercised either by “cashless exercise” tendering cash in accordance the amount of the Option Price or, with the provisions Company’s consent, by tendering shares of subsection Common Stock (c) which may include shares previously acquired upon exercise of this Section 2options granted under the Plan). The Exercise Notice shall be accompanied by payment of the aggregate Option Price of the shares purchased by cash, but only when a certified cashier’s check or, at the Company’s option, by delivery of shares of Common Stock having a Fair Market Value on the date immediately preceding the exercise date equal to the Option Price. If the shares to be purchased are covered by an effective registration statement under the Securities Act providing for of 1933, as amended, any option granted under the resale Plan may be exercised by a broker-dealer acting on behalf of an Optionee if (a) the broker-dealer has received from the Optionee or the Company a fully- and duly-endorsed agreement evidencing such option, together with instructions signed by the Optionee requesting the Company to deliver the shares of Common Stock subject to such option to the broker-dealer on behalf of the Warrant Stock Optionee and specifying the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement account into which such shares should be deposited, (as defined below), or (iiib) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant adequate provision has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking made with respect to the payment of any withholding taxes due upon such Warrant exercise, and (c) the broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision. The certificates for shares of Common Stock as to which this Option shall have been so exercised shall be registered in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days name of the date the final Notice of Exercise Form is Optionee and shall be delivered to the CompanyOptionee at the address specified in the Exercise Notice. Partial exercises of this Warrant resulting in purchases of a portion of An option exercise shall be valid only if the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal Optionee makes payment or other arrangements relating to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such noticewithholding tax obligations discussed in Paragraph 8. In the event the person exercising this Option is a transferee of any dispute the Optionee by will or discrepancyunder the laws of descent and distribution, the records Exercise Notice shall be accompanied by appropriate proof of the Company shall be controlling and determinative in the absence right of manifest errorsuch transferee to exercise this Option.

Method of Exercise. The Holder hereof may exercise this Warrant, in ------------------ whole or in part, by delivery the surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s 's election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) commencing on the first anniversary of the date of issuance, by “"cashless exercise” in accordance with " by surrender to the provisions Issuer for cancellation of subsection (c) a portion of this Section 2, but only when a registration statement under Warrant representing that number of unissued shares of Warrant Stock which is equal to the Securities Act providing for quotient obtained by dividing (A) the resale product obtained by multiplying the Warrant Price by the number of shares of Warrant Stock being purchased upon such exercise by (B) the Per Share Market Value as of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below)date of such exercise, or (iii) commencing on the first anniversary of the date of issuance, by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the contraryprovisions of clause (ii) of this subsection (b), such exercise shall be accompanied by written notice from the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases specifying the manner of payment thereof and containing a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records calculation showing the number of shares of Warrant Shares purchased Stock with respect to which rights are being surrendered thereunder and the date net number of shares to be issued after giving effect to such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorsurrender.

Method of Exercise. The Holder hereof (i) Subject to Section 3(a), the Vested Portion of the Option may exercise this Warrant, in whole or in part, be exercised by delivery delivering to the Company (or such other at its principal office or agency written notice of intent to so exercise. Such notice shall specify the number of Option Shares for which the Option is being exercised and shall be accompanied by payment in full of the Issuer as it may designate by notice in writing to the Holder at the address aggregate Exercise Price. The payment of the Holder appearing on Exercise Price shall be made (x) in cash, (y) in Option Shares that have been owned by the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); andParticipant for at least six months, within three (3) Trading Days such Option Shares to be valued at their Fair Market Value as of the date said Notice of Exercise Form is delivered to the Companyexercise, the Company shall have received payment or (z) after a Public Offering, through simultaneous sales of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied underlying Option Shares by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, brokers. (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale Notwithstanding any other provision of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Plan or this Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder Option may not be exercised prior to the completion of any registration or qualification of the Option or the Option Shares that is required to comply with applicable state and federal securities law or any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine in good faith to be necessary or advisable. (iii) Upon the Company's determination that the Option has been validly exercised as to any of the Option Shares, the Company shall issue certificates in the Participant's name for such Option Shares. However, the Company shall not be required to physically surrender this Warrant liable to the Company until Participant for damages relating to any delays in issuing the Holder has purchased all certificates to him, any loss of the Warrant Shares available hereunder certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) The Company shall be entitled, if necessary or desirable, to withhold from any Participant, from any amounts due and payable by the Warrant has been exercised Company to such Participant (or secure payment from such Participant in full, in which caselieu of withholding), the Holder shall surrender this Warrant, amount of any withholding or an indemnification reasonably acceptable to other tax due from the Issuer undertaking Company with respect to such Warrant in any securities issuable under the case of its lossOptions, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing may defer the number exercise of Warrant the Options or the issuance of the Option Shares purchased and the date of such purchases. The Company shall deliver any objection thereunder unless indemnified to its satisfaction. (v) As a condition to any Notice exercise of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancyan Option, the records of a Participant will permit the Company shall be controlling to deliver to him or her all financial and determinative in other information regarding the absence of manifest errorCompany and its Subsidiaries which it believes necessary to enable such Participant to make an informed investment decision.

Method of Exercise. The Holder hereof Exercise of the purchase rights represented by this Warrant may exercise this Warrantbe made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Issuer Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the IssuersCompany) of a duly executed facsimile copy of the Notice of Exercise Form form annexed hereto (the “Notice of Exercise FormExercise”); and, within . Within three (3) Trading Days of trading days after the date said of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by or cashier’s check drawn on a United States bank unless the Issuer, (iicashless exercise procedure specified in Section 2(c) by “cashless exercise” below is available and specified in accordance with the provisions applicable Notice of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this WarrantExercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days trading days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases; provided that the records of the Company, absent manifest error, will be conclusive with respect to the number of Warrant Shares purchasable from time to time hereunder. The Company shall deliver any objection to any Notice of Exercise Form within one two (12) Business Day of business days after receipt of such notice. In The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the event provisions of any dispute or discrepancythis paragraph, following the purchase of a portion of the Warrant Shares hereunder, the records number of Warrant Shares available for purchase hereunder at any given time may be less than the Company shall be controlling and determinative in amount stated on the absence of manifest errorface hereof.

Method of Exercise. The (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder hereof may exercise this Warrantexercise, in whole or in part, by at any time or from time to time, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto attached hereto, to the Secretary of the Company at the Principal Office, together with payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased unless the net exercise procedure specified in Section 4 below is specified in the Notice of Exercise; and (“ii) if the Holder is purchasing all of the Shares available hereunder and this Warrant is being exercised in full pursuant to the Notice of Exercise Form”); anddelivered under Section 3(a)(i) above, within three (3) Trading Days the delivery of this Warrant to the Secretary of the date said Company at the Principal Office within five (5) Business Days after the Holder delivers the Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this WarrantExercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the this Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three five (35) Trading Business Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Exercise and payment of the aggregate Exercise Price (if applicable) are delivered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Shares represented by such certificate. (c) By no later than three (3) Business Days after the exercise of this Warrant in whole or in part, the Company will issue or cause to be issued in the name of, and delivered to, the Holder, or to such other party or parties as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct a certificate or certificates for the number of Shares to which such Holder shall be entitled (or if requested by the Holder, crediting the Holder’s account by a notation in book entry form with the Company’s transfer agent and registrar for the Preferred Stock or the Common Stock or crediting the account of the Holder’s prime broker with The Depository Trust Company (the “DTC”) through its DWAC system. In the event the Company fails to deliver the Shares to the Holder within such three (3) Business Day period, the Holder shall have the right to rescind the previously submitted Notice of Exercise and the Company shall maintain records showing return all consideration paid by the number Holder for such Shares upon such rescission. (d) Notwithstanding the provisions of Section 2 above, if any portion of this Warrant Shares purchased and has not been exercised by the date Holder prior to the close of such purchases. The Company shall deliver any objection business on the latest Trading Day prior to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancyExpiration Date, the records unexercised portion of this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 4 below, without any further action on behalf of the Company Holder, as of immediately prior to the Expiration Date. Notwithstanding the provisions of Section 2 above, if any portion of this Warrant has not been exercised by the Holder prior to the occurrence of a Closing that takes place before the Expiration Date, the unexercised portion of this Warrant shall automatically be controlling exchanged for that amount and determinative form of consideration that would be payable to the holder of this Warrant if the Warrant was exercised in full in the absence manner set forth in Section 4 below, without any further action on behalf of manifest errorthe Holder, as of immediately prior to such Closing.

Method of Exercise. The Holder hereof (i) Subject to Section 3(a), the Vested Portion of the Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised (the “Purchased Shares”) and shall be accompanied by payment in full of the Option Price in cash or by check or wire transfer; provided, however, that payment of such aggregate exercise this Warrantprice may instead be made, in whole or in part, by (i) the delivery to the Company (of a certificate or such other office certificates representing Shares, duly endorsed or agency of the Issuer as it may designate accompanied by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy stock power, which delivery effectively transfers to the Company good and valid title to such Shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect aggregate Fair Market Value thereof on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercisedexercise), payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” a reduction in accordance with the provisions number of subsection (c) Purchased Shares to be issued upon such exercise having a Fair Market Value on the date of this Section 2, but only when a registration statement under exercise equal to the Securities Act providing for the resale aggregate Option Price in respect of the Warrant Stock and Purchased Shares, provided that the Common Stock underlying Company is not then prohibited from purchasing or acquiring such Shares. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to the preferred stock issued Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares, satisfied any applicable withholding requirements and, if applicable, satisfied any other conditions imposed by the Committee or pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement Plan or this Agreement. (as defined below), or (iiiii) by a combination Notwithstanding any other provision of the foregoing methods of payment selected by the Holder of Plan or this Warrant. Notwithstanding anything herein Agreement to the contrary, the Holder Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange (collectively, the “Legal Requirements”) that the Committee shall in its sole discretion determine to be necessary or advisable, unless an exemption to such registration or qualification is available and satisfied. The Committee may establish additional procedures as it deems necessary or desirable in connection with the exercise of the Option or the issuance of any Shares upon such exercise to comply with any Legal Requirements. Such procedures may include but are not limited to the establishment of limited periods during which the Option may be exercised or that following receipt of the notice of exercise, and prior to the completion of the exercise, the Participant will be required to physically surrender affirm the exercise of the Option following receipt of any disclosure deemed necessary or desirable by the Committee. (iii) Upon the Committee’s determination that the Option has been validly exercised as to any of the Shares, and that the Participant has paid in full for such Shares and satisfied any applicable withholding requirements, the Company shall issue certificates in the Participant’s name for such Shares. (iv) In the event of the Participant’s death, the Vested Portion of the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Warrant Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the Company until extent set forth in Section 3(a)(ii) (and the Holder has purchased all term “Participant” shall be deemed to include such heir or legatee). Any such heir or legatee of the Warrant Shares available hereunder Participant shall take rights herein granted subject to the terms and conditions hereof. (v) In consideration of the Warrant has been exercised in full, in which casegrant of this Option, the Holder shall surrender this WarrantParticipant agrees that, or an indemnification reasonably acceptable as a condition to the Issuer undertaking exercise of any option to purchase Shares (whether this Option or any other option), the Participant shall, with respect to such Warrant in the case of its lossShares, theft or destruction, have become a party to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorShareholders Agreement.

Method of Exercise. The While this Warrant remains outstanding and is exercisable in accordance with Section 2 above, the Holder hereof may exercise this Warrantexercise, in whole or in part, by delivery to the Company purchase rights evidenced hereby. Such exercise shall be effected by: (or such other office or agency a) the surrender of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of this Warrant, together with a duly executed facsimile copy of the Notice of Exercise Form Exercise, in the form of Exhibit A annexed hereto (“Notice of Exercise FormExercise”)) to the Secretary of the Company at its principal offices during normal business hours on any business day prior to the Expiration Date; and, within three (3b) Trading Days of the date said Notice of Exercise Form is delivered payment to the Company, Company (other than in the Company shall have received payment case of a cashless exercise) of an amount of consideration therefor equal to the Warrant aggregate Exercise Price in effect on the date of such exercise multiplied by for the number of shares of Common Stock being purchased in the form of cash or certified or bank check payable to the order of the Company. The Company agrees that the shares of Common Stock issuable upon exercise of this Warrant Stock with respect shall be deemed to be issued to the Holder as the record holder of such shares as of the close of business on the date on which this Warrant is then being exercisedshall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, payable at no such Holder’s election (i) by certified or official bank check or by wire surrender shall be effective to constitute the Person entitled to receive such Warrant Shares as the record holder thereof while the transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale books of the Warrant Stock and Company for the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is are closed for any purpose (but not then for any period in effect as required under the Registration Rights Agreement excess of five (as defined below5) Business Days), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically ; but any such surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of a portion of such books, as if the total number of exercise had been made on the date this Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder was surrendered and the Company shall maintain records showing for the number of Warrant Shares purchased and at the Exercise Price in effect at the date of such purchasessurrender. The Company This Warrant and all rights hereunder shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In expire on the event of any dispute or discrepancyExpiration Date, the records of the Company and shall be controlling wholly null and determinative in void and of no value to the absence of manifest errorextent this Warrant is not exercised before it expires.

Method of Exercise. The Holder hereof (i) Subject to Section 3(a), the Vested Portion of the Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised (the “Purchased Shares”) and shall be accompanied by payment in full of the Option Price in cash or by check or wire transfer; provided, however, that payment of such aggregate exercise this Warrantprice may instead be made, in whole or in part, by (i) the delivery to the Company (of a certificate or such other office certificates representing Shares, duly endorsed or agency of the Issuer as it may designate accompanied by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy stock power, which delivery effectively transfers to the Company good and valid title to such Shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect aggregate Fair Market Value thereof on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercisedexercise), payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” a reduction in accordance with the provisions number of subsection (c) Purchased Shares to be issued upon such exercise having a Fair Market Value on the date of this Section 2, but only when a registration statement under exercise equal to the Securities Act providing for the resale aggregate Option Price in respect of the Warrant Stock and Purchased Shares, provided that the Common Stock underlying Company is not then prohibited from purchasing or acquiring such Shares. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to the preferred stock issued Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares, satisfied any applicable withholding requirements and, if applicable, satisfied any other conditions imposed by the Committee or pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement Plan or this Agreement. (as defined below), or (iiiii) by a combination Notwithstanding any other provision of the foregoing methods of payment selected by the Holder of Plan or this Warrant. Notwithstanding anything herein Agreement to the contrary, the Holder Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange (collectively, the “Legal Requirements”) that the Committee shall in its sole discretion determine to be necessary or advisable, unless an exemption to such registration or qualification is available and satisfied. The Committee may establish additional procedures as it deems necessary or desirable in connection with the exercise of the Option or the issuance of any Shares upon such exercise to comply with any Legal Requirements. Such procedures may include but are not limited to the establishment of limited periods during which the Option may be exercised or that following receipt of the notice of exercise, and prior to the completion of the exercise, the Participant will be required to physically surrender affirm the exercise of the Option following receipt of any disclosure deemed necessary or desirable by the Committee. (iii) Upon the Committee’s determination that the Option has been validly exercised as to any of the Shares, and that the Participant has paid in full for such Shares and satisfied any applicable withholding requirements, the Company shall issue certificates in the Participant’s name for such Shares. (iv) In the event of the Participant’s death, the Vested Portion of the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Warrant Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the Company until extent set forth in Section 3(a)(i) (and the Holder has purchased all term “Participant” shall be deemed to include such heir or legatee). Any such heir or legatee of the Warrant Shares available hereunder Participant shall take rights herein granted subject to the terms and conditions hereof. (v) In consideration of the Warrant has been exercised in full, in which casegrant of this Option, the Holder shall surrender this WarrantParticipant agrees that, or an indemnification reasonably acceptable as a condition to the Issuer undertaking exercise of any option to purchase Shares (whether this Option or any other option), the Participant shall, with respect to such Warrant in the case of its lossShares, theft or destruction, have become a party to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorShareholders Agreement.

Method of Exercise. The Holder hereof Subject to the limitations of paragraphs 3 and ------------------ 4, Optionee may exercise this Warrant, in whole the Option with respect to all or in part, by delivery any part of the shares of Stock then subject to such exercise as follows: By giving the Company (or such other office or agency of the Issuer as it may designate by written notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by (the "Notice"), specifying the number of shares of Warrant Stock with respect as to which this Warrant the Option is then being exercised, payable at such Holder’s election (i) . Such Notice shall be accompanied by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number option price of Warrant Shares purchased. The Holder and such shares, in the form of any one or combination of the following: (1) cash, a certified check, bank draft, postal or express money order payable to the order of the Company in lawful money of the United States; (2) by delivery on a form prescribed by the Committee of an irrevocable direction to a securities broker approved by the Committee to sell shares of Stock and deliver all or a portion of the proceeds to the Company in payment for the Stock; or (3) with shares of Stock owned by Optionee or with shares of Stock withheld from the shares otherwise deliverable to the Optionee upon exercise of this Option. Any shares of Stock used to exercise this Option (including shares withheld upon exercise) shall maintain records showing be valued at the number of Warrant Shares purchased and Stock's per share Fair Market Value on the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such noticeexercise. In the event of any dispute addition, if Optionee is an executive officer, director or discrepancy, the records greater than 10% stockholder of the Company shall be controlling and determinative at the time of exercise, any use of shares of Stock to pay the Option Price must also satisfy the applicable requirements under Rule 16b-3 for exempt treatment thereunder. As soon as practicable after receipt of the Notice required in the absence foregoing paragraph, the Company shall, without transfer or issue tax and without other incidental expense to Optionee, deliver to Optionee at the office of manifest errorthe Company, at 0000 Xxxx 000xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, or such other place as may be mutually acceptable to the Company and Optionee, a certificate or certificates of such shares of Stock; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it, with reasonable diligence, to comply with applicable registration requirements under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any applicable listing requirements of any national securities exchange, and requirements under any other law or regulation applicable to the issuance or transfer of such shares.

Method of Exercise. The Holder (a) Subject to compliance with the terms and conditions of this Warrant and applicable securities laws, this Warrant may be exercised, from time to time in accordance with Section 1 hereof may exercise this Warrantby the delivery (including, in whole or in partwithout limitation, delivery by delivery to the Company (or such other office or agency facsimile) of the Issuer as it may designate by notice in writing to the Holder at the address form of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed attached hereto as Exhibit A (the “Notice of Exercise FormExercise”); and, within three (3) Trading Days duly executed by the Holder, at the principal office of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of and as soon as practicable after such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exerciseddate, payable at such Holder’s election surrendering: (i) this Warrant at the principal office of the Company, and (ii) payment, (i) in cash (by certified or official bank check check) or by wire transfer to an account designated by the Issuertransfer, (ii) by “cashless exercise” in accordance with cancellation by the provisions Holder of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale indebtedness of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant Company to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), Holder; or (iii) by a combination of the foregoing methods (i) and (ii), of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable product obtained by multiplying the number of shares of Common Stock being purchased upon such exercise by the then effective Exercise Price (the “Exercise Amount”): (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided above. The person or persons entitled to receive the Warrant Shares purchased. The issuable upon exercise of this Warrant shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on the date the Holder and is deemed to have exercised this Warrant. (c) As soon as practicable after the exercise of this Warrant, the Company shall maintain records showing at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares purchased and to which such Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal to the number of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt Warrant Shares described in this Warrant minus the number of such notice. In Warrant Shares purchased by the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative Holder upon all exercises made in the absence of manifest erroraccordance with this Section 2.

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by delivery 3.1 Subject to the Company (PRC Law, the WFOE shall have the sole discretion in deciding the schedule, method and times of its Exercise. 3.2 Provided that the then PRC Law permits the WFOE and/or its designated entity or such other office or agency individual to hold the total equity of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company WFOE is entitled to elect to exercise all of its Call Option in a lump sum to have the WFOE and/or other entity or individual designated by it to acquire all the Option Equity from the Existing Shareholders in a lump sum; if the then PRC Law only permits the WFOE and/or other entity or individual designated by it to hold part of the equity in the Company, the WFOE shall be entitled to decide the amount of the Transferred Equity within the upper limit of shareholding percentage stipulated by the then PRC Law (the “Shareholding Limit”), and have the WFOE and/or other entity or individual designated by it to acquire such amount of Transferred Equity from the Existing Shareholders. In the latter circumstance, the WFOE is entitled to exercise its Call Option in installments alongside the gradual deregulation on the upper Shareholding Limit under the PRC Law until its acquisition of all Option Equity. 3.3 In each Exercise, the WFOE shall have received payment of an the right to decide the amount of consideration therefor equal the Transferred Equity to be transferred by the Existing Shareholders to the Warrant WFOE and/or other entity or individual designated by it in such Exercise, and the Existing Shareholders shall transfer such amount of Transferred Equity decided by the WFOE to the WFOE and/or other entity or individual designated by it. The WFOE and/or other entity or individual designated by it shall pay the Transfer Price to the Existing Shareholders for the Transferred Equity acquired in effect each Exercise. 3.4 In each Exercise, the WFOE may acquire the Transferred Equity by itself or designate any third party to acquire all or part of the Transferred Equity. 3.5 Upon its decision of each Exercise, the WFOE shall issue to the Existing Shareholders a notice on the date exercise of such exercise multiplied by the number Call Option (the “Exercise Notice”, the form of shares which is set out as Annex 2 hereto). The Existing Shareholders shall, upon receipt of Warrant Stock with respect to which this Warrant is then being exercisedthe Exercise Notice, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” and in accordance with the provisions Exercise Notice, promptly transfer all the Transferred Equity in a lump sum to the WFOE and/or other entity or individual designated by the WFOE in such method as provided in Article 3.3. 3.6 The Existing Shareholders hereby severally and jointly represent and warrant that once the WFOE issues the Exercise Notice: (1) each of subsection them shall immediately convene a shareholders’ meeting to pass a resolution and take all other necessary actions to consent to the transfer of all Transfer Equity to the WFOE and/or its designated entity or individual at the Transfer Price; and (c2) each of them shall immediately enter into an equity transfer agreement with the WFOE and/or its designated entity or individual for transfer of all Transferred Equity to the WFOE and/or its designated entity or individual at the Transfer Price. For the purpose of this Section 2article, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder together with execution of this Warrant. Notwithstanding anything herein Agreement, each of Existing Shareholders is supposed to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or have entered into an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three equity transfer agreement as set out as Annex 4 hereto; and (3) Trading Days each of them shall provide the WFOE with necessary support required by the WFOE and in accordance with the laws and regulations (including providing and executing all relevant legal documents, obtaining all government approvals, carrying out registration procedures and assuming all relevant obligations), so as to ensure that the WFOE and/or its designated entity or individual acquire all Transferred Equity free and clear of any legal defect. 3.7 Together with the execution of this Agreement, each of the date Existing Shareholders shall enter into a Power of Attorney (the final Notice “Power of Exercise Form Attorney”, the form of which is delivered set out as Annex 3 hereto), entrusting any person designated by the WFOE to, in accordance with this Agreement, enter into on his behalf, any and all necessary legal documents so as to ensure that the WFOE and/or its designated entity or individual acquire all Transferred Equity free and clear of any legal defect. Such Power of Attorney shall be under the custody of the WFOE and the WFOE may, at any time if necessary, require the Existing Shareholders to enter into multiple copies of the Power of Attorney and submit the Power of Attorney to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorrelevant government authority.

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Subject to all rights of the Holder herein, the Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such noticenotice and such objection shall contain the reason for such objection along with documentation supporting the Company’s reason for objecting. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.

Method of Exercise. The While this Warrant remains outstanding and is exercisable in accordance with Section 2 above, the Holder hereof may exercise this Warrantexercise, in whole or in part, by delivery the purchase rights evidenced hereby. Such exercise shall be effected by: (a) the surrender of the Warrant, together with a notice of exercise to the Secretary of the Company at its principal offices during normal business hours on any business day prior to the Expiration Date; and (b) the payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant aggregate Exercise Price in effect on the date of such exercise multiplied by for the number of shares of Warrant Common Stock with respect being purchased in the form of cash or certified or bank check payable to the order of the Company. The Company agrees that the shares of Common Stock issuable upon exercise of the Warrants shall be deemed to be issued to the Holder as the record holder of such shares as of the close of business on the date on which this Warrant is then being exercisedshall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, payable at no such Holder’s election (i) by certified surrender shall be effective to constitute the person or official bank check or by wire entity entitled to receive such shares as the record holder thereof while the transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale books of the Warrant Stock and Company for the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is are closed for any purpose (but not then for any period in effect as required under the Registration Rights Agreement excess of five (as defined below5) days), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically ; but any such surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of a portion of such books, as if the total number of exercise had been made on the date this Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder was surrendered and the Company shall maintain records showing for the number of Warrant Shares purchased shares of Common Stock and at the Exercise Price in effect at the date of such purchasessurrender. The Company This Warrant and all rights and options hereunder shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In expire on the event of any dispute or discrepancyExpiration Date, the records of the Company and shall be controlling wholly null and determinative in void and of no value to the absence of manifest errorextent this Warrant is not exercised before it expires.

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock convertible debentures issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below)Agreement, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Warrant Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Subject to all rights of the Holder herein, the Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such noticenotice and such objection shall contain the reason for such objection along with documentation supporting the Company’s reason for objecting. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.

Method of Exercise. (a) The Holder hereof Warrantholder may exercise this Warrant, in whole or in part, by delivery presentation and surrender of this Warrant to the Company (at its corporate office at 0000 Xxxxxx Xxxxxx Drive, Suite 250, Reston, Virginia 29191-9992, or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address office of its stock transfer agent, if any, with the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); andduly executed, within three (3) Trading Days accompanied by payment of the date said Notice full Exercise Price for each Warrant Share to be purchased in accordance with Section 2.3(a). (b) Upon receipt of this Warrant with the Exercise Form is delivered to the Company, the Company shall have received fully executed and accompanied by payment of an amount of consideration therefor equal to the aggregate Exercise Price for the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to Shares for which this Warrant is then being exercised, payable at the Company shall cause to be issued certificates for the total number of whole shares of Common Stock for which this Warrant is being exercised in accordance with Section 2.3(a) (adjusted to reflect the effect of the anti-dilution provisions contained in Article 3 hereof, if any, and as provided in Section 2.4 hereof) in such Holder’s election (i) by certified or official bank check or by wire transfer denominations as are requested for delivery to an account designated by the IssuerWarrantholder, (ii) by “cashless exercise” and the Company shall thereupon deliver such certificates to the Warrantholder. The Warrantholder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise as of the time of receipt of the Exercise Form and payment in accordance with the provisions preceding sentence, in the case of subsection (c) an exercise for cash pursuant to Section 2.3(a), notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Warrantholder. If at the time this Section 2Warrant is exercised, but only when a registration statement Registration Statement is not in effect to register under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder Shares issuable upon exercise of this Warrant. Notwithstanding anything herein , the Company may, prior to the contrarysatisfaction of any holding period required by Rule 144 promulgated under the Securities Act, require the Holder shall not Warrantholder to make such representations, and may place the legends on certificates representing the Warrant Shares, as may be reasonably required to physically surrender this Warrant in the opinion of counsel to the Company until to permit the Holder has purchased Warrant Shares to be issued without such registration. (c) In case the Warrantholder shall exercise this Warrant with respect to less than all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender that may be purchased under this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant Company shall execute as of the exercise date a new warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises form of this Warrant resulting in purchases for the balance of a portion of the total number of such Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal and deliver such new warrant to the applicable number of Warrant Shares purchased. The Holder and Warrantholder within 10 days following the Company shall maintain records showing exercise date (or, if later, the number of Warrant Shares purchased and the date of such purchases. Net Issuance Exercise Date). (d) The Company shall deliver pay any objection to any Notice and all stock transfer and similar taxes which may be payable in respect of Exercise Form within one (1) Business Day of receipt of such notice. In the event issuance of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorWarrant Shares.

Method of Exercise. The Holder hereof (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the SAR Award may exercise this Warrant, be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise (an “Exercise Notice”), which specifies the number of Stock Appreciation Rights subject to the SAR Award which are being exercised; provided that, the SAR Award may be exercised with respect to whole Stock Appreciation Rights only. (ii) Upon the Company’s determination that the SAR Award may be validly exercised as to the specified number of Stock Appreciation Rights subject to the SAR Award and specified in the Exercise Notice, the Company and the Sponsor Entities shall settle such Stock Appreciation Rights, and such Stock Appreciation Rights shall be settled, by delivery to the Company Participant of a number Shares equal to (or such other office or agency A) the number of the Issuer as it may designate by notice in writing Shares subject to the Holder at the address exercised Stock Appreciation Rights, reduced by (B) a number of the Holder appearing on the books of the Issuers) of Shares having a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect Fair Market Value on the date of the Exercise Notice equal to the aggregate Xxxxx Xxxxx due in respect of such exercise multiplied by the number Stock Appreciation Rights. The Participant shall not have any rights to dividends or other rights of shares of Warrant Stock a stockholder with respect to which this Warrant is then being exercisedShares deliverable in respect of Stock Appreciation Rights subject to the SAR Award until the Participant has given written notice of exercise of the SAR Award; has satisfied any other conditions imposed by the Committee pursuant to the Plan, payable at if applicable; and such Holder’s election (i) by certified or official bank check or by wire Shares have been delivered to the Participant. Each Sponsor Entity shall be responsible for delivering to the Company for transfer to the Participant a number of Shares based on its percentage set forth on the signature page hereto (and, if the Sponsor Entity does not own a sufficient number of Shares to fulfill its obligations hereunder, such Sponsor Entity shall pay to the Company (for payment to the Participant) an account designated by amount in cash equal to the IssuerFair Market Value of the Shares otherwise required to be delivered hereunder). (iii) Any portion of the SAR Award, to the extent not exercised on the earliest (the “Exercise Event”) to occur (following the date hereof) of (A) a registered initial public offering of the Company’s common equity securities, (iiB) the first date on which the Sponsor Entities and their respective Affiliates cease to own 50% of the maximum aggregate number of Shares held by “cashless exercise” them from time to time or (C) the expiration of the SAR Award pursuant to Section 4(a) above, shall be deemed to be exercised on the Exercise Event as though the Participant had properly delivered an Exercise Notice with respect to the entire SAR Award in accordance with the provisions of subsection (cSection 4(b)(i) of this Section 2, but only when a registration statement under the Securities Act providing for the resale hereof. The parties agree that no portion of the Warrant Stock Vested Change SARs were exercised prior to the date hereof. (iv) To the extent the Company issues certificates in the Participant’s name for Shares delivered by the Sponsor Entities as a result of exercise of the SAR Award, the Sponsor Entities and the Common Stock underlying the preferred stock issued pursuant Company shall not be liable to the Purchase Agreement is not then Participant for damages relating to any delays in effect as required under issuing the Registration Rights Agreement (as defined below)certificates to the Participant, any loss by the Participant of the certificates, or (iii) by a combination any mistakes or errors in the issuance of the foregoing methods certificates or in the certificates themselves. (v) Notwithstanding any other provision of payment selected by the Holder of Plan or this Warrant. Notwithstanding anything herein Agreement to the contrary, the Holder shall not be required absent an available exemption to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullregistration or qualification, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a no portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal SAR Award may be exercised prior to the completion of any registration or qualification of a Stock Appreciation Right or the Shares under applicable number state and federal securities or other laws, or under any ruling or regulation of Warrant Shares purchased. The Holder and any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall maintain records showing use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the number of Warrant Shares purchased and subject to the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Stock Appreciation Right so it may be exercised. (1vi) Business Day of receipt of such notice. In the event of any dispute or discrepancythe Participant’s death, the records SAR Award shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Company Participant shall be controlling take rights herein granted subject to the terms and determinative in conditions hereof. (vii) As a condition to the absence exercise of manifest errorany portion of the SAR Award evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then any Shares acquired as a result of the exercise of any portion of the SAR Award shall automatically become subject to such agreements without any further action).

Method of Exercise. The Holder hereof may at any time and from time to time prior to the Expiration Date exercise this Warrant, in whole or in part, by delivery delivering to the Company the original of this Warrant together with (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuersi) of a duly executed facsimile copy of the Notice of Exercise Form annexed in substantially the form attached hereto as Appendix 1, (“Notice ii) unless the Stockholders’ Agreement, as defined below, has been terminated or is no longer in effect at the time of Exercise Form”); andexercise, within three an Instrument of Adherence duly executed by the Holder in substantially the form attached hereto as Appendix 3 (3) Trading Days of with such changes to Appendix 3 to maintain compliance with the date said Notice of Exercise Form is delivered to the Companythen current Stockholders’ Agreement, as defined below, the Company shall have received payment “Instrument of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which Adherence”) and (iii) unless Holder is exercising this Warrant is then being exercisedpursuant to a cashless exercise set forth in Section 1.2, payable at such Holder’s election (i) by certified or official bank check or by a check, wire transfer of same-day funds (to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined belowCompany), or (iii) by a combination of the foregoing methods other form of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three the aggregate Warrant Price for the Shares being purchased. It is hereby agreed by the Company and the Holder that (3x) Trading Days the Instrument of Adherence shall add the Holder as a party to the Fourth Amended and Restated Stockholders’ Agreement, dated February 14, 2014 (as amended and in effect from time to time, the “Stockholders’ Agreement”), among the Company and the other parties named therein, as a Stockholder and a Holder under the terms of the date Stockholders’ Agreement, (y) the final Company’s signature below hereby constitutes the Company’s written acceptance of such Instrument of Adherence (pursuant to Section 17 of the Stockholders’ Agreement, or such similar section of the Stockholders’ Agreement as in effect at the time of exercise of the Warrant) effective upon receipt thereof by the Company in connection with the Company’s receipt of a duly executed Notice of Exercise, and (z) the Holder shall be considered to be a Stockholder and Holder under the Stockholders’ Agreement effective as of the receipt by the Company of the Notice of Exercise Form and, unless Holder is delivered exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company. Partial exercises of this Company for the aggregate Warrant resulting in purchases of a portion of Price for the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares being purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.

Method of Exercise. (a) The Holder hereof Warrantholder may exercise this Warrant, in whole or in part, by delivery presentation and surrender of this Warrant to the Company (at its corporate office at ____________ or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address office of its stock transfer agent, if any, with the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); duly executed and, within three (3) Trading Days in the event of an exercise for cash pursuant to Section 2.3(a), accompanied by payment of the date said Notice full Exercise Price for each Warrant Share to be purchased. (b) Upon receipt of this Warrant with the Exercise Form is delivered fully executed and, in the event of an exercise for cash pursuant to the CompanySection 2.3(a), the Company shall have received accompanied by payment of an amount of consideration therefor equal to the aggregate Exercise Price for the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to Shares for which this Warrant is then being exercised, payable at the Company shall cause to be issued certificates for the total number of whole shares of Common Stock for which this Warrant is being exercised (adjusted to reflect the effect of the anti-dilution provisions contained in Article 3 hereof, if any, and as provided in Section 2.4 hereof) in such Holder’s election (idenominations as are requested for delivery to the Warrantholder, and the Company shall thereupon deliver such certificates to the Warrantholder. A net issuance exercise pursuant to Section 2.3(b) by certified or official bank check or by wire transfer to an account designated shall be effective upon receipt by the IssuerCompany of this Warrant together with the aforesaid written statement, or on such later date as is specified therein (ii) by “cashless exercise” the "Net Issuance Exercise Date"), and, at the election of the Holder hereof, may be made contingent upon the closing of the sale of the Company's Common Stock in a Public Offering. The Warrantholder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise as of the time of receipt of the Exercise Form and payment in accordance with the provisions preceding sentence, in the case of subsection (c) an exercise for cash pursuant to Section 2.3(a), or as of the Net Issuance Exercise Date, in the case of a net issuance exercise pursuant to Section 2.3(b), notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Warrantholder. If at the time this Section 2Warrant is exercised, but only when a registration statement Registration Statement is not in effect to register under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder Shares issuable upon exercise of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not Company may, in the case of an exercise for cash pursuant to Section 2.3(a), require the Warrantholder to make such representations, and may place such legends on certificates representing the Warrant Shares, as may be reasonably required to physically surrender this Warrant in the opinion of counsel to the Company until to permit the Holder has purchased Warrant Shares to be issued without such registration. (c) In case the Warrantholder shall exercise this Warrant with respect to less than all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender that may be purchased under this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant Company shall execute as of the exercise date (or, if later, the Net Issuance Exercise Date) a new warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises form of this Warrant resulting in purchases for the balance of a portion of the total number of such Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal and deliver such new warrant to the applicable number of Warrant Shares purchased. The Holder and Warrantholder within thirty (30) days following the Company shall maintain records showing exercise date (or, if later, the number of Warrant Shares purchased and the date of such purchases. Net Issuance Exercise Date). (d) The Company shall deliver pay any objection to any Notice and all stock transfer and similar taxes which may be payable in respect of Exercise Form within one (1) Business Day of receipt of such notice. In the event issuance of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorWarrant Shares.

Method of Exercise. The (a) During the Exercise Period, the Holder hereof may exercise the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender of this Warrant, together with a duly executed copy of the form of Notice of Exercise attached hereto, to the Company at its principal offices; (ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Warrant Shares being purchased, such payment to be in the form of a wire payment to a bank account designated in writing by the Company, a certified or official bank check or such other manner as approved in writing by the Company; and (iii) the Holder’s receipt of any equity securities of the Company issued upon exercise of this Warrant will be subject to the Holder’s execution and delivery to the Company of such other customary and reasonable related documents as may be reasonably requested by the Company. (b) Notwithstanding Section 5(a)(ii), if at any time after the six (6) month anniversary of the Issuance Date and during the remainder of the Exercise Period there is no effective shelf registration statement pursuant to Rule 415 promulgated under the Securities Act (a “Resale Shelf Registration Statement”) registering, or no current prospectus available for, the issuance by the Company or resale by the Holder of all of the Warrant Shares issuable upon exercise of this Warrant (any Warrant Shares that are covered by an effective Resale Shelf Registration statement and prospectus, “Registered Warrant Shares”), then, to the extent that this Warrant is exercised for a number of Warrant Shares in excess of the number of Registered Warrant Shares at such time (the “Excess Unregistered Warrant Shares”), only at such time this Warrant may also be exercised, in whole or in part, by delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this such Excess Unregistered Warrant is then being exercisedShares, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by means of a “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, which the Holder shall not be required entitled to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of receive a portion of the total number of Warrant Shares available hereunder shall have as is computed using the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing following formula: X = Y * (A-B) / A, where X = the number of Warrant Shares purchased and to be issued to the date Holder; Y = the total number of such purchases. The Company shall deliver any objection Excess Unregistered Warrant Shares for which Holder has elected to any exercise this Warrant pursuant to this Section 5; A = the quotient of (x) the sum of the VWAP of the Common Stock for each of the ten (10) trading days ending immediately prior to the time of exercise as set forth in the Notice of Exercise Form within one (1“Exercise Date”), divided by (y) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.ten (10); and

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by delivery the surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s 's election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with surrender to the provisions Issuer for cancellation of subsection (c) a portion of this Section 2, but only when a registration statement under Warrant representing that number of unissued shares of Warrant Stock which is equal to the Securities Act providing for quotient obtained by dividing (A) the resale product obtained by multiplying the Warrant Price by the number of shares of Warrant Stock being purchased upon such exercise by (B) the difference obtained by subtracting the Warrant Price from the Per Share Market Value as of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below)date of such exercise, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the contraryprovisions of clause (ii) of this subsection (b), such exercise shall be accompanied by written notice from the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases specifying the manner of payment thereof and containing a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records calculation showing the number of shares of Warrant Shares purchased Stock with respect to which rights are being surrendered thereunder and the date net number of shares to be issued after giving effect to such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorsurrender.

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by delivery the surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal office of the Issuer, together with the payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s 's election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) commencing one (1) year after the Original Issue Date, by “"cashless exercise” in accordance with " by surrender to the provisions Issuer for cancellation of subsection (c) a portion of this Section 2, but only when a registration statement under Warrant representing that number of unissued shares of Warrant Stock which is equal to the Securities Act providing for quotient obtained by dividing (A) the resale product obtained by multiplying the Warrant Price by the number of shares of Warrant Stock being purchased upon such exercise by (B) the Per Share Market Value as of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below)date of such exercise, or (iii) commencing one (1) year after the Original Issue Date, by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the contraryprovisions of clause (ii) of this subsection (b), such exercise shall be accompanied by written notice from the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases specifying the manner of payment thereof and containing a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records calculation showing the number of shares of Warrant Shares purchased Stock with respect to which rights are being surrendered thereunder and the date net number of shares to be issued after giving effect to such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorsurrender.

Method of Exercise. The Holder hereof may exercise this Warrant, in ------------------ whole or in part, by delivery the surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s 's election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “"cashless exercise” in accordance with " by surrender to the provisions Issuer for cancellation of subsection (c) a portion of this Section 2, but only when a registration statement under Warrant representing that number of unissued shares of Warrant Stock which is equal to the Securities Act providing for quotient obtained by dividing (A) the resale product obtained by multiplying the Warrant Price by the number of shares of Warrant Stock being purchased upon such exercise by (B) the Per Share Market Value as of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below)date of such exercise, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the contraryprovisions of clause (ii) of this subsection (b), such exercise shall be accompanied by written notice from the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases specifying the manner of payment thereof and containing a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records calculation showing the number of shares of Warrant Shares purchased Stock with respect to which rights are being surrendered thereunder and the date net number of shares to be issued after giving effect to such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorsurrender.

Method of Exercise. The Holder hereof (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of the SAR Award may exercise this Warrant, be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise (an “Exercise Notice”), which specifies the number of Stock Appreciation Rights subject to the SAR Award which are being exercised; provided that, the SAR Award may be exercised with respect to whole Stock Appreciation Rights only. (ii) Upon the Company’s determination that the SAR Award may be validly exercised as to the specified number of Stock Appreciation Rights subject to the SAR Award and specified in the Exercise Notice, the Company and the Sponsor Entities shall settle such Stock Appreciation Rights, and such Stock Appreciation Rights shall be settled, by delivery to the Company Participant of a number Shares equal to (or such other office or agency A) the number of the Issuer as it may designate by notice in writing Shares subject to the Holder at the address exercised Stock Appreciation Rights, reduced by (B) a number of the Holder appearing on the books of the Issuers) of Shares having a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect Fair Market Value on the date of the Exercise Notice equal to the aggregate Xxxxx Xxxxx due in respect of such exercise multiplied by the number Stock Appreciation Rights. The Participant shall not have any rights to dividends or other rights of shares of Warrant Stock a stockholder with respect to which this Warrant is then being exercisedShares deliverable in respect of Stock Appreciation Rights subject to the SAR Award until the Participant has given written notice of exercise of the SAR Award; has satisfied any other conditions imposed by the Committee pursuant to the Plan, payable at if applicable; and such Holder’s election (i) by certified or official bank check or by wire Shares have been delivered to the Participant. Each Sponsor Entity shall be responsible for delivering to the Company for transfer to the Participant a number of Shares based on its percentage set forth on the signature page hereto (and, if the Sponsor Entity does not own a sufficient number of Shares to fulfill its obligations hereunder, such Sponsor Entity shall pay to the Company (for payment to the Participant) an account designated by amount in cash equal to the IssuerFair Market Value of the Shares otherwise required to be delivered hereunder). (iii) Any Vested Portion of the SAR Award, to the extent not exercised on the earliest (the “Exercise Event”) to occur (following the date hereof) of (A) a registered initial public offering of the Company’s common equity securities, (iiB) the first date on which the Sponsor Entities and their respective Affiliates cease to own 50% of the maximum aggregate number of Shares held by “cashless exercise” them from time to time or (C) the expiration of the SAR Award pursuant to Section 4(a) above, shall be deemed to be exercised on the Exercise Event as though the Participant had properly delivered an Exercise Notice with respect to the entire Vested Portion in accordance with the provisions of subsection (cSection 4(b)(i) of this Section 2, but only when a registration statement under the Securities Act providing for the resale hereof. The parties agree that no portion of the Warrant Stock Change SARs was exercised prior to the date hereof. (iv) To the extent the Company issues certificates in the Participant’s name for Shares delivered by the Sponsor Entities as a result of exercise of the SAR Award, the Sponsor Entities and the Common Stock underlying the preferred stock issued pursuant Company shall not be liable to the Purchase Agreement is not then Participant for damages relating to any delays in effect as required under issuing the Registration Rights Agreement (as defined below)certificates to the Participant, any loss by the Participant of the certificates, or (iii) by a combination any mistakes or errors in the issuance of the foregoing methods certificates or in the certificates themselves. (v) Notwithstanding any other provision of payment selected by the Holder of Plan or this Warrant. Notwithstanding anything herein Agreement to the contrary, the Holder shall not be required absent an available exemption to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullregistration or qualification, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a no portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal SAR Award may be exercised prior to the completion of any registration or qualification of a Stock Appreciation Right or the Shares under applicable number state and federal securities or other laws, or under any ruling or regulation of Warrant Shares purchased. The Holder and any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall maintain records showing use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the number of Warrant Shares purchased and subject to the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Stock Appreciation Right so it may be exercised. (1vi) Business Day of receipt of such notice. In the event of any dispute or discrepancythe Participant’s death, the records Vested Portion of the Company SAR Award shall be controlling remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and determinative distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the absence Participant shall take rights herein granted subject to the terms and conditions hereof. (vii) As a condition to the exercise of manifest errorany portion of the SAR Award evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then any Shares acquired as a result of the exercise of any portion of the SAR Award shall automatically become subject to such agreements without any further action).

Method of Exercise. (a) The Holder hereof may exercise this Warrant, in whole or in part, portion of the Option as to which the Employee is vested shall be exercisable by delivery to the Company (or such other office or agency of a written notice stating the number of Class A Shares to be purchased pursuant to this Agreement and accompanied by payment in full of the Issuer as it may designate by notice in writing exercise price of the Class A Shares to be purchased. Anything to the Holder at contrary herein notwithstanding, the address Company shall not be obligated to issue any Class A Shares hereunder if the issuance of such Class A Shares would violate the provision of any law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Class A Shares may be issued without resulting in such violations of law. (b) The exercise price of an Option shall be paid: (i) in cash or by certified check or bank draft payable to the order of the Holder appearing Company; (ii) if permitted by the Committee, by reducing the number of Class A Shares otherwise deliverable pursuant to the Option by the number of such Class A Shares having a Fair Market Value on the books date of exercise equal to the exercise price of the IssuersClass A Shares to be purchased; (iii) if permitted by the Committee, by exchange of a duly executed facsimile copy unrestricted Class A Shares of the Notice Company already owned by the Employee and having an aggregate Fair Market Value equal to the aggregate exercise price, provided that the Employee represents and warrants to the Company that the Employee has held such Class A Shares free and clear of Exercise Form annexed hereto liens and encumbrances; (“Notice of Exercise Form”); andiv) if permitted by the Committee, within three (3) Trading Days of the date said Notice of Exercise Form is delivered by delivering, along with a properly executed exercise notice to the Company, a copy of irrevocable instructions to a broker to deliver promptly to the Company shall have received payment of an the aggregate exercise price and, if requested by the Employee, the amount of consideration therefor equal any applicable federal, state, local or foreign withholding taxes required to be withheld by the Warrant Price in effect on the date of Company, provided, however, that such exercise multiplied may be implemented solely under a program or arrangement established and approved by the number of shares of Warrant Stock Company with respect to which this Warrant is then being exercised, payable at such Holder’s election a brokerage firm selected by the Company; or (iv) by certified or official bank check or by wire transfer to an account designated any other procedure approved by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below)Committee, or (iii) by a combination of the foregoing methods of payment selected (to the extent permitted by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorCommittee).

Method of Exercise. The Subject to the terms and conditions of this Warrant, the Holder hereof may exercise this WarrantWarrant at any time or from time to time, in whole or in part, by delivery to on any Trading Day before the Company (or such other office or agency Expiration Date, for that number of the Issuer as it may designate by notice in writing to the Holder at the address shares of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of Warrant Stock set forth herein with the Notice of Exercise Form annexed hereto duly executed by the Holder (the “Notice of Exercise FormExercise”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received and payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied product obtained by multiplying (i) the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated be purchased by the Issuer, Holder by (ii) by “cashless exercise” the Exercise Price as determined in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrantterms hereof. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares Stock available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares Stock available hereunder shall have the effect of lowering the outstanding number of Warrant Shares Stock purchasable hereunder in an amount equal to the applicable number of Warrant Shares Stock purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares Stock purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company Holder shall be controlling and determinative in the absence of manifest error.

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) Each election to exercise the Vested Portion shall be subject to the terms and conditions of the Plan and shall be in writing, signed by certified or official bank check the Participant or by wire transfer his or her executor, administrator, or permitted transferee (subject to an account designated by any restrictions provided under the IssuerPlan and the Stockholders Agreement), (ii) by “cashless exercise” made pursuant to and in accordance with the provisions terms and conditions set forth in the Plan and received by the Company at its principal offices, accompanied by payment in full as provided in the Plan or in this Award Agreement. (ii) The Option Price may be paid by (A) the delivery of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant cash or check acceptable to the Purchase Agreement is not then in effect as required under Committee, including an amount to cover the Registration Rights Agreement (as defined below)minimum statutory withholding taxes with respect to such exercise, or (B) any other method approved by the Committee. (iii) by a combination Notwithstanding any other provision of the foregoing methods of payment selected by the Holder of Plan or this Warrant. Notwithstanding anything herein Award Agreement to the contrary, the Holder Vested Portion may not be exercised prior to the completion of any registration or qualification (including by reason of an applicable exemption therefrom) of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. The Committee shall use its reasonable best efforts to cause any registration or qualification (or an applicable exemption therefrom) of the Option or the Shares to be completed. (iv) Upon the Company’s determination that the Vested Portion of the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be required to physically surrender this Warrant liable to the Company until Participant for damages relating to any reasonable delays in issuing the Holder has purchased all certificates to such Participant, any loss of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrantcertificates, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant any mistakes or errors in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days issuance of the date certificates or in the final Notice of Exercise Form is delivered certificates themselves which it promptly undertakes to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one correct. (1v) Business Day of receipt of such notice. In the event of any dispute or discrepancythe Participant’s death, the records Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 3(a). Any heir or legatee of the Company Participant shall be controlling take rights herein granted subject to the terms and determinative conditions hereof. (vi) For the avoidance of doubt, in no event may a Participant or any other holder of an Option who has not executed the absence Stockholders Agreement exercise any part of manifest errorthe Vested Portion and the exercise of any part of the Vested Portion is expressly conditioned upon the Participant becoming a party to and executing the Stockholders Agreement.

Method of Exercise. (a) The Holder hereof may Investor shall have a purchase right (including the right to purchase via a Cash Payment, the “Purchase Right”) to purchase a whole number of Common Shares equal to the difference (rounded down to the nearest whole share) between (i) one-third of the aggregate number of Common Shares issued under the Subject Employee Options during each calendar quarter the exercise prices of which equal or are less than the Fair Market Value as of the date of exercise of the Purchase Right for such Common Shares (each such Subject Employee Option, an “In-the-Money Option”; but for clarity, when determining such “In-the-Money Options”, the reference to “one-third” in this Warrantclause (i) shall be omitted), and (ii) the quotient of (A) one-third of the aggregate exercise prices of such In-the-Money Options for such Common Shares, in whole each case as specified in the Quarterly Notice with respect to such quarter (it being understood that this number shall not be reduced for any such Common Shares that are withheld from employees to pay the exercise price of such Subject Employee Options, or any withholding taxes due, pursuant to net vesting settlement and similar provisions) (such number as derived in partthis subclause (A), the “Exercise Price Equivalent”), divided by delivery (B) the Fair Market Value of a Common Share, determined as of the close of business on the business day immediately before the date of purchase, which date shall also be deemed the date of exercise of the Purchase Right for purposes of determining the In-the-Money Options and Out of the Money Options, for a Purchase Price per share equal to $0.01. Such purchase shall, subject to Section 5.9, take place 45 days following the date the Quarterly Notice is given (or the first business day following such 45th day, if such day is not a business day). Following the Quarterly Notice and prior to such date of purchase, the Investor may in lieu of the foregoing purchase right, deliver to the Company a notice (or such other office or agency the “Cash Payment Notice”) electing to purchase by a Cash Payment a number of Common Shares equal to one-third of the Issuer as it may designate by notice in writing aggregate number of Common Shares issued under the In-the-Money Options for an aggregate Purchase Price equal to the Holder at Exercise Price Equivalent, in which case the address of the Holder appearing Cash Payment shall be made on the books of same date the Issuers) of a duly executed facsimile copy of the Cash Payment Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company; provided that, if the Investor exercises its right to make the Cash Payment, such right shall also be included in the term “Purchase Right” for purposes of this Agreement. Upon the purchase of any Common Shares pursuant to this Section 3.2(a) or Section 3.3, the Company number of Subject Shares remaining shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied be reduced by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by Common Shares that would have been purchased assuming the Issuer, (ii) by “cashless exercise” in accordance with Investor had purchased using the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) Cash Payment. The Subject Shares shall also be reduced by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number one-third of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Common Shares purchased and issued during each calendar quarter pursuant to Out of the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Money Options. (1b) Business Day of receipt of such notice. In the event the Investor sells, transfers, assigns or otherwise disposes of any dispute (whether by operation of law or discrepancy, the records of the Company shall be controlling and determinative otherwise) (but only in the absence of manifest error.event that the Purchase Right is not accelerated under Section 3.2(c) in connection with such event), to

Method of Exercise. The A Registered Holder hereof may exercise this Warranta Warrant by delivering, in whole or in partnot later than 5:00 P.M., by delivery to New York time, on any business day during the Company applicable Exercise Period (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers“Exercise Date”) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable Agent at such Holder’s election its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant (the “Shares”), properly completed and executed by the Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds; provided, however, that solely with respect to an account designated the Private Warrants and Co-Investment Warrants so long as such Warrants are held by their original purchaser or its permitted transferees the holder thereof may, in lieu of payment of the Warrant Price, surrender its Private Warrants or Co-Investment Warrants, as the case may be, for that number of Shares equal to the quotient obtained by dividing (x) the product of the number of Shares underlying the surrendered Private Warrants or Co-Investment Warrants, as the case may be, multiplied by the Issuerdifference between the Fair Market Value (defined below) and the Warrant Price by (y) the Fair Market Value. For avoidance of doubt, in no event may a Registered Holder expect or compel the Company to deliver any consideration under a Warrant other than Shares as described immediately above. “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the Election to Purchase by a holder of Private Warrants or Co-Investment Warrants, as the case may be, is sent to the Warrant Agent. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (iiB) the Election to Purchase, or (C) the Warrant Price therefor, is received by “cashless exercise” the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Registered Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Registered Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. The Warrant Agent shall, by 11:00 A.M. Eastern Time on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (a) the Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the provisions terms and conditions of subsection this Agreement, (b) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of this Section 2a Book-Entry Warrant Certificate, but only when the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Shares to which such Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such Registered Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such Shares to or upon the order of the Registered Holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares issuable upon exercise to the Registered Holder or the Participant by crediting the account of the Registered Holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of any of the Warrants unless a registration statement under the Securities Act providing for with respect to the resale Common Stock issuable upon exercise of the Warrant Stock Public Warrants is effective and the prospectus contained therein is available for use by the holders of the Public Warrants. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise would be unlawful. The exercise of the Warrants may only be settled by delivery of Shares and the Registered Holders shall not be entitled to payment of cash in lieu of Shares (net cash settlement) upon exercise of the Warrants pursuant to the terms of this Agreement or the Warrants regardless of whether the Common Stock underlying the preferred stock issued Warrants is registered pursuant to an effective registration statement and a prospectus relating to those Shares is available for use by the Purchase Agreement is not then holders of the Public Warrants. The accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From and after the issuance of such Shares, the former holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former holder’s right to receive payments of dividends and any other amounts payable in effect respect of the Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to such Shares. Warrants may be exercised only in whole numbers of Shares. No fractional Shares are to be issued upon the exercise of the Warrant, but rather the number of Shares to be issued shall be rounded up to the nearest whole number. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent as required under provided in Section 2 of this Agreement, and delivered to the Registration Rights Agreement (holder of this Warrant Certificate at the address specified on the books of the Warrant Agent or as defined below)otherwise specified by such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or (iii) by a combination Participant, as appropriate, evidencing the balance of the foregoing methods of payment selected by the Holder of this WarrantWarrants remaining after such exercise. Notwithstanding anything herein to the contrary, the Holder The Company shall not be required to physically surrender this Warrant pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the issue of the Shares upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Shares until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered established to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of ’s satisfaction that no such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute tax or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorother charge is due.

Method of Exercise. The Holder hereof may This Option is exercisable by delivery of an exercise this Warrantnotice to the Company, in whole or the form attached as Exhibit A (the "Exercise Notice"), which shall state the election to exercise the Option, the number of Shares in partrespect of which the Option is being exercised (the "Exercised Shares"), by delivery of a subscription agreement to the Company Subsidiary, in the form attached as Exhibit B (or the "Subscription Agreement") and such other office representations and agreements as may be required by the Company or agency the Subsidiary pursuant to the provisions of the Issuer Plan. Until the stock certificate evidencing such Shares is issued (as it may designate evidenced by notice in writing to the Holder at the address of the Holder appearing appropriate entry on the books of the Issuers) Company or of a duly executed facsimile copy authorized transfer agent of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”Company); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered no right to the Company, the Company vote or receive dividends or any other rights as a shareholder shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue to the Optionee (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which this Warrant the record date is then being exercisedprior to the date the stock certificate is issued, payable at such Holder’s election (i) except as provided in Section 12 of the Plan. The Exercise Notice and Subscription Agreement shall be signed by the Optionee and shall be delivered in person or by certified or official bank check or mail to the Secretary of the Subsidiary. The Exercise Notice and Subscription Agreement shall be accompanied by wire transfer payment of the aggregate Exercise Price as to an account designated all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Issuer, (ii) Subsidiary of such fully executed Exercise Notice and Subscription Agreement accompanied by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock such aggregate Exercise Price. No Shares shall be issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder exercise of this WarrantOption unless such issuance and exercise complies with all relevant provisions of law and the requirements of any stock exchange upon which the Shares are then listed. Notwithstanding anything herein Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the contrary, Optionee on the Holder shall not be required to physically surrender this Warrant to date the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been Option is exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorExercised Shares.

Method of Exercise. The Holder hereof (i) Subject to Section 4(a), the Vested Portion of the Option may exercise this Warrant, in whole or in part, be exercised by delivery delivering to the Company (or such other at its principal office or agency written notice of the Issuer as it may designate by notice in writing intent to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”)so exercise; and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Companyprovided that, the Company Option may be exercised with respect to whole Shares only. Such notice shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by specify the number of shares Shares for which the Option is being exercised and shall be accompanied by payment in full of Warrant Stock with respect the Option Price and taxes required to which this Warrant be withheld. In the event the Option is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated exercised by the IssuerParticipant’s representative, the notice shall be accompanied by proof (ii) by “cashless exercise” in accordance with satisfactory to the provisions of subsection (cCommittee) of this Section 2the representative’s right to exercise the Option. Notwithstanding anything to the contrary in the Plan, but only when a registration statement under the Securities Act providing for the resale payment of the Warrant Stock and Option Price may be made at the Common Stock underlying election of the preferred stock issued pursuant to the Purchase Agreement is not then Participant (A) in effect as required under the Registration Rights Agreement cash or its equivalent (as defined belowe.g., by cashiers or certified check), or (iiiB) by following an Initial Public Offering, and subject to any other requirement or restriction in this Award Agreement or the Stockholders Agreement, through the delivery of irrevocable instructions to a combination broker to sell Shares obtained upon the exercise of the foregoing methods Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. The Committee may prescribe or permit, in its sole discretion, any other method of payment selected that it determines to be consistent with applicable law. Neither the Participant nor the Participant’s representative shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Holder Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Warrant. Notwithstanding anything herein Award Agreement to the contrary, the Holder Option may not be exercised prior to (A) the Participant’s execution of a joinder to the Stockholders Agreement and such other agreement as the Committee may request, in each case in form and substance satisfactory to the Committee, (B) the Participant making or entering into any such written representations, warranties and agreements as the Committee may request in order to comply with applicable securities laws, with this Award Agreement or otherwise, and (C) the completion of any registration or qualification of the Option or the Shares under applicable securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be required to physically surrender this Warrant liable to the Company until Participant for damages relating to any delays in issuing the Holder has purchased all certificates to him, any loss of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrantcertificates, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant any mistakes or errors in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days issuance of the date certificates or in the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one certificates themselves. (1iv) Business Day of receipt of such notice. In the event of any dispute or discrepancythe Participant’s death, the records Vested Portion of the Option shall remain exercisable during the period set forth in Section 4(a) by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) The Participant understands that the Stockholders Agreement contains significant restrictions on the transfer of the Shares purchased upon exercise of the Option and contains repurchase rights for such Shares in favor of the Company shall be controlling and determinative in or its designee upon the absence Participant’s termination of manifest errorService.

Method of Exercise. The Holder hereof may at any time and from time to time prior to the Expiration Date exercise this Warrant, in whole or in part, by delivery delivering to the Company the original of this Warrant together with (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuersi) of a duly executed facsimile copy of the Notice of Exercise Form annexed in substantially the form attached hereto as Appendix 1, (“Notice ii) unless the Stockholders’ Agreement, as defined below, has been terminated or is no longer in effect at the time of Exercise Form”); andexercise, within three an Instrument of Adherence duly executed by the Holder in substantially the form attached hereto as Appendix 2 (3) Trading Days of with such changes to Appendix 2 to maintain compliance with the date said Notice of Exercise Form is delivered to the Companythen current Stockholders’ Agreement, as defined below, the Company shall have received payment “Instrument of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which Adherence”) and (iii) unless Holder is exercising this Warrant is then being exercisedpursuant to a cashless exercise set forth in Section 1.2, payable at such Holder’s election (i) by certified or official bank check or by a check, wire transfer of same-day funds (to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined belowCompany), or (iii) by a combination of the foregoing methods other form of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three the aggregate Warrant Price for the Shares being purchased. It is hereby agreed by the Company and the Holder that (3x) Trading Days the Instrument of Adherence shall add the Holder as a party to the Fifth Amended and Restated Stockholders’ Agreement, dated April 24, 2014 (as amended and in effect from time to time, the “Stockholders’ Agreement”), among the Company and the other parties named therein, as a Stockholder and a Holder under the terms of the date Stockholders’ Agreement, (y) the final Company’s signature below hereby constitutes the Company’s written acceptance of such Instrument of Adherence (pursuant to Section 17 of the Stockholders’ Agreement, or such similar section of the Stockholders’ Agreement as in effect at the time of exercise of the Warrant) effective upon receipt thereof by the Company in connection with the Company’s receipt of a duly executed Notice of Exercise, and (z) the Holder shall be considered to be a Stockholder and Holder under the Stockholders’ Agreement effective as of the receipt by the Company of the Notice of Exercise Form and, unless Holder is delivered exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company. Partial exercises of this Company for the aggregate Warrant resulting in purchases of a portion of Price for the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares being purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by (i) delivery of a written notice via facsimile, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) by the payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the The Holder shall not be required to physically surrender this deliver the original Warrant in order to the Company until the Holder has purchased effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the shares of Warrant Shares available hereunder Stock shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of shares of Warrant Stock. Execution and delivery of an Exercise Notice for all of the shares of Warrant Stock shall have the same effect as cancellation of the original Warrant after delivery of the shares of Warrant Stock in accordance with the terms hereof. Upon delivery of the Exercise Notice to the Issuer as provided above and the payment of the aggregate Warrant has been exercised in full, in which casePrice payable (or notification of cashless exercise) with respect to such Exercise Notice, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable be deemed for all corporate purposes to have become the Issuer undertaking holder of record of the shares of Warrant Stock with respect to such which this Warrant in the case of its losshas been exercised, theft or destruction, to the Company for cancellation within three (3) Trading Days irrespective of the date the final Notice such shares of Exercise Form is delivered Warrant Stock are credited to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and Holder’s DTC account or the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records delivery of the Company shall be controlling and determinative in certificates evidencing such shares of Warrant Stock (as the absence of manifest errorcase may be).

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, Soliciting Dealer Warrant shall be exercised by delivery surrender to the Company (Company, at its principal office in Orlando, Florida or at the office of the Company's stock transfer agent, if any, or at such other office or agency of address as the Issuer as it Company may designate by notice in writing to the Holder Warrantholder at the address of the Holder Warrantholder appearing on the books of the Issuers) of a duly executed facsimile copy Company, of the Notice certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Exercise Form annexed hereto (“Notice of Exercise Form”); andElection to Purchase, within three (3) Trading Days of the date said Notice of Exercise Form is delivered included as Exhibit "B" hereto, duly completed and signed, and upon payment to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” as determined in accordance with the provisions of subsection (c) of this Section 2Sections 7 and 8 hereof), but only when a registration statement under the Securities Act providing for the resale number of Shares with respect to which such Soliciting Dealer Warrant is then exercised together with all taxes applicable upon such exercise. Payment of the aggregate Warrant Stock and the Common Stock underlying the preferred stock issued pursuant Price shall be made in cash or by certified check or cashier's check, payable to the Purchase Agreement is order of the Company. A Soliciting Dealer Warrant may not then be exercised if the Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in effect as the state of residence of the holder of the Soliciting Dealer Warrant or if a Prospectus required under the Registration Rights Agreement (as defined below), or (iii) by a combination laws of such state cannot be delivered to the buyer on behalf of the foregoing methods Company. In addition, holders of payment selected by Soliciting Dealer Warrants may not exercise the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Soliciting Dealer Warrant to the Company until extent such exercise will cause them to exceed the Holder ownership limits set forth in the Company's Articles of Incorporation. If any Soliciting Dealer Warrant has purchased all not been exercised by the end of the Warrant Shares available hereunder Exercise Period, it will terminate and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall Warrantholder will have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorno further rights thereunder.

Method of Exercise. The Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder hereof may exercise this Warrantat any time during the Exercise Period, in whole or in part, by (a) delivery of a written notice, in the form attached hereto (the “Exercise Notice”), of the Holder’s election to exercise this Warrant to the Company and (or such other office or agency of the Issuer as it may designate by notice in writing b) (i) payment to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant applicable Exercise Price in effect on the date of such exercise multiplied by the number of shares of Common Stock as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (ii) by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 2.2). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Common Stock shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares. On or before the first Business Day following the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall (A) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Exercise 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, or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Exercise Shares to which the Holder is entitled pursuant to such exercise which certificates shall not bear any restrictive legends unless required. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been exercised, irrespective of the date such Exercise Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Exercise Shares as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 2.1 and the number of Exercise Shares represented by this Warrant submitted for exercise is greater than the number of Exercise Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 2.3) representing the right to purchase the number of Exercise Shares purchasable immediately prior to such exercise under this Warrant, less the number of Exercise Shares with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions . No fractional shares of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying are to be issued upon the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder exercise of this Warrant. Notwithstanding anything herein to the contrary, the Holder Fractional shares shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised treated as provided in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchasesSection 6. The Company shall deliver pay any objection and all taxes which may be payable with respect to any Notice the issuance and delivery of Exercise Form within one (1) Business Day Shares upon exercise of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorthis Warrant.

Method of Exercise. The Holder hereof may at any time and from time to time prior to the Expiration Date exercise this Warrant, in whole or in part, by delivery delivering to the Company the original of this Warrant together with (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuersi) of a duly executed facsimile copy of the Notice of Exercise Form annexed in substantially the form attached hereto as Appendix 1, (“Notice ii) unless the Stockholders’ Agreement, as defined below, has been terminated or is no longer in effect at the time of Exercise Form”); andexercise, within three an Instrument of Adherence duly executed by the Holder in substantially the form attached hereto as Appendix 2 (3) Trading Days of with such changes to Appendix 2 to maintain compliance with the date said Notice of Exercise Form is delivered to the Companythen current Stockholders’ Agreement, as defined below, the Company shall have received payment “Instrument of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which Adherence”) and (iii) unless Holder is exercising this Warrant is then being exercisedpursuant to a cashless exercise set forth in Section 1.2, payable at such Holder’s election (i) by certified or official bank check or by a check, wire transfer of same-day funds (to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined belowCompany), or (iii) by a combination of the foregoing methods other form of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three the aggregate Warrant Price for the Shares being purchased. It is hereby agreed by the Company and the Holder that (3x) Trading Days the Instrument of Adherence shall add the Holder as a party to the Fourth Amended and Restated Stockholders’ Agreement, dated February 14, 2014 (as amended and in effect from time to time, the “Stockholders’ Agreement”), among the Company and the other parties named therein, as a Stockholder and a Holder under the terms of the date Stockholders’ Agreement, (y) the final Company’s signature below hereby constitutes the Company’s written acceptance of such Instrument of Adherence (pursuant to Section 17 of the Stockholders’ Agreement, or such similar section of the Stockholders’ Agreement as in effect at the time of exercise of the Warrant) effective upon receipt thereof by the Company in connection with the Company’s receipt of a duly executed Notice of Exercise, and (z) the Holder shall be considered to be a Stockholder and Holder under the Stockholders’ Agreement effective as of the receipt by the Company of the Notice of Exercise Form and, unless Holder is delivered exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company. Partial exercises of this Company for the aggregate Warrant resulting in purchases of a portion of Price for the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares being purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.

Method of Exercise. The Holder hereof Optionee may exercise this Warrant, in whole the option with respect to all or in part, by delivery any part of the shares of Stock then subject to such exercise as follows: (a) By giving the Company (or such other office or agency of the Issuer as it may designate by its designated representative written notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by exercise, specifying the number of such shares of Warrant Stock with respect as to which this Warrant option is then being exercised, payable at such Holder’s election (i) . Such notice shall be accompanied by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number Option Price of Warrant Shares purchased. The Holder and such shares, in the form of: (i) cash; a certified check, bank draft, postal or express money order payable to the order of the Company shall maintain records showing in lawful money of the number United States; (ii) by delivery (on a form prescribed by the Committee) of Warrant Shares purchased an irrevocable direction to a securities broker approved by the Committee to sell shares and deliver all or a portion of the date proceeds to the Company in payment for the Common Stock; (iii) Common Stock; or (iv) in any combination of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one the foregoing. (1b) Business Day of receipt of such notice. In the event of that the shares are subject to any dispute obligations or discrepancyrestrictions, the records Optionee (and Optionee's spouse, if any) shall be required, as a condition precedent to acquiring Stock through exercise of the option, to execute one or more agreements relating to obligations in connection with ownership of the YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT Stock or restrictions on transfer of the Stock no less restrictive than the obligations and restrictions to which the other shareholders of the Company are subject at the time of such exercise. (c) If required by the Company, Optionee shall give the Company satisfactory assurance in writing, signed by the Optionee or his legal representative, as the case may be, that such shares are being purchased for investment and not with a view to the distribution thereof, provided that such assurance shall be controlling deemed inapplicable to (i) any sale of such shares by such Optionee made in accordance with the terms of a registration statement covering such sale, which may hereafter be filed and determinative become effective under the Securities Act of 1933, as amended, and with respect to which no stop order suspending the effectiveness thereof has been issued, and (ii) any other sale of such shares with respect to which, in the absence opinion of manifest errorcounsel for the Company, such assurance is not required to be given in order to comply with the provisions of the Securities Act of 1933, as amended. As soon as practicable after receipt of the notice required in paragraph 5(a) and satisfaction of the conditions set forth in paragraphs 5(b) and 5(c), if applicable, the Company or its designated representative shall, without transfer or issue tax and without other incidental expense to Optionee, deliver to Optionee at the office of the Company, at 400 California Street, San Francisco, California, attenxxxx xx xxx Xxxxxxxxx, xx xxxx xxxxx xxxxx xx xxy be mutually acceptable to the Company and Optionee, a certificate or certificates of such shares of Stock; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with applicable registration requirements under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any applicable listing requirements of any national securities exchange, and requirements under any other law or regulation applicable to the issuance or transfer of such shares.

Method of Exercise. The Holder hereof may at any time and from time to time prior to the Expiration Date exercise this Warrant, in whole or in part, by delivery delivering to the Company the original of this Warrant together with (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuersi) of a duly executed facsimile copy of the Notice of Exercise Form annexed in substantially the form attached hereto as Appendix 1, (“Notice ii) unless the Stockholders’ Agreement, as defined below, has been terminated or is no longer in effect at the time of Exercise Form”); andexercise, within three an Instrument of Adherence duly executed by the Holder in substantially the form attached hereto as Appendix 3 (3) Trading Days of with such changes to Appendix 3 to maintain compliance with the date said Notice of Exercise Form is delivered to the Companythen current Stockholders’ Agreement, as defined below, the Company shall have received payment “Instrument of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which Adherence”) and (iii) unless Holder is exercising this Warrant is then being exercisedpursuant to a cashless exercise set forth in Section 1.2, payable at such Holder’s election (i) by certified or official bank check or by a check, wire transfer of same-day funds (to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined belowCompany), or (iii) by a combination of the foregoing methods other form of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three the aggregate Warrant Price for the Shares being purchased. It is hereby agreed by the Company and the Holder that (3x) Trading Days the Instrument of Adherence shall add the Holder as a party to the Fifth Amended and Restated Stockholders’ Agreement, dated April 24, 2014 (as amended and in effect from time to time, the “Stockholders’ Agreement”), among the Company and the other parties named therein, as a Stockholder and a Holder under the terms of the date Stockholders’ Agreement, (y) the final Company’s signature below hereby constitutes the Company’s written acceptance of such Instrument of Adherence (pursuant to Section 17 of the Stockholders’ Agreement, or such similar section of the Stockholders’ Agreement as in effect at the time of exercise of the Warrant) effective upon receipt thereof by the Company in connection with the Company’s receipt of a duly executed Notice of Exercise, and (z) the Holder shall be considered to be a Stockholder and Holder under the Stockholders’ Agreement effective as of the receipt by the Company of the Notice of Exercise Form and, unless Holder is delivered exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company. Partial exercises of this Company for the aggregate Warrant resulting in purchases of a portion of Price for the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares being purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.

Method of Exercise. (a) The Holder hereof may Investor shall have a purchase right (including the right to purchase via a Cash Payment, the “Purchase Right”) to purchase a whole number of Common Shares equal to the difference (rounded down to the nearest whole share) between (i) one-third of the aggregate number of Common Shares issued under the Subject Employee Options during each calendar quarter the exercise prices of which equal or are less than the Fair Market Value as of the date of exercise of the Purchase Right for such Common Shares (each such Subject Employee Option, an “In-the-Money Option”; but for clarity, when determining such “In-the-Money Options”, the reference to “one-third” in this Warrantclause (i) shall be omitted), and (ii) the quotient of (A) one-third of the aggregate exercise prices of such In-the-Money Options for such Common Shares, in whole each case as specified in the Quarterly Notice with respect to such quarter (it being understood that this number shall not be reduced for any such Common Shares that are withheld from employees to pay the exercise price of such Subject Employee Options, or any withholding taxes due, pursuant to net vesting settlement and similar provisions) (such number as derived in partthis subclause (A), the “Exercise Price Equivalent”), divided by delivery (B) the Fair Market Value of a Common Share, determined as of the close of business on the business day immediately before the date of purchase, which date shall also be deemed the date of exercise of the Purchase Right for purposes of determining the In-the-Money Options and Out of the Money Options, for a Purchase Price per share equal to $0.01. Such purchase shall, subject to Section 5.9, take place 45 days following the date the Quarterly Notice is given (or the first business day following such 45th day, if such day is not a business day). Following the Quarterly Notice and prior to such date of purchase, the Investor may in lieu of the foregoing purchase right, deliver to the Company a notice (or such other office or agency the “Cash Payment Notice”) electing to purchase by a Cash Payment a number of Common Shares equal to one-third of the Issuer as it may designate by notice in writing aggregate number of Common Shares issued under the In-the-Money Options for an aggregate Purchase Price equal to the Holder at Exercise Price Equivalent, in which case the address of the Holder appearing Cash Payment shall be made on the books of same date the Issuers) of a duly executed facsimile copy of the Cash Payment Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company; provided that, if the Investor exercises its right to make the Cash Payment, such right shall also be included in the term “Purchase Right” for purposes of this Agreement. Upon the purchase of any Common Shares pursuant to this Section 3.2(a) or Section 3.3, the number of Subject Shares remaining shall be reduced by the number of Common Shares that would have been purchased assuming the Investor had purchased using the Cash Payment. The Subject Shares shall also be reduced by a number equal to one-third of the number of Common Shares issued during each calendar quarter pursuant to Out of the Money Options. (b) In the event the Investor sells, transfers, assigns or otherwise disposes of (whether by operation of law or otherwise) (but only in the event that the Purchase Right is not accelerated under Section 3.2(c) in connection with such event), to a third party that is not an affiliate of the Investor or distributes to its limited partners (collectively, “Transfers”), any of the Common Shares it acquired pursuant to the terms of the Merger Agreement, but not any Common Shares that it thereafter acquired in excess of such Common Shares (it being understood that in connection with any such sale, transfer, assignment or disposition the Investor shall be deemed to have first sold, transferred, assigned or disposed of the Common Shares it acquired pursuant to the terms of the Merger Agreement until the Investor has sold, transferred, assigned or disposed of all such Common Shares), it may exercise the Purchase Right for a whole number of Common Shares equal to the difference (rounded down to the nearest whole share) between (i) the number of applicable Acceleration Subject Shares, and (ii) the quotient of (A) the related Acceleration Purchase Price, divided by (B) the Fair Market Value of a Common Share, determined as of the date the Acceleration Notice is given, for a Purchase Price per share equal to $0.01, by delivering to the Company an irrevocable exercise notice within 10 days of such sale (the “Acceleration Notice”). The Acceleration Notice shall set forth the number of Common Shares that have been sold by the Investor and the dates of sales thereof and shall certify that such Acceleration Notice is being given in accordance with Section 3.2(b), and shall specify whether, in lieu of the foregoing Purchase Right, the Investor wishes to elect to purchase by a Cash Payment the number of applicable Acceleration Subject Shares for an amount equal to the Acceleration Purchase Price. Within 10 business days of receiving the Acceleration Notice, the Company shall give the Investor notice (the “Acceleration Details Notice”) of the Acceleration Purchase Price applicable to the Acceleration Notice as well as the Company’s calculation of the number of Acceleration Subject Shares being purchased by the Investor pursuant to such Acceleration Notice. In the event that Investor elects to pay the Acceleration Purchase Price in cash, it shall deliver the Acceleration Purchase Price specified in the Acceleration Notice no later than three days following the giving of such Acceleration Details Notice. Upon the purchase of any Acceleration Subject Shares pursuant to this Section 3.2(b), the number of Subject Shares remaining shall be reduced by the number of Acceleration Subject Shares so purchased. (c) Immediately prior to an all-cash merger or other business combination involving the Company in which the Common Shares are converted into the right to receive only cash in exchange for such Common Shares, the Purchase Right shall automatically be deemed exercised for the number of Common Shares equal to the difference (rounded down to the nearest whole share) between (i) all Subject Shares then still subject to the Purchase Right and (ii) the quotient of (A) the related Acceleration Purchase Price, divided by (B) the Fair Market Value of a Common Share, determined as of three business days before the date of such acceleration, for a Purchase Price per share equal to $0.01. The Subject Shares shall be reduced by a number equal to one-third of the number of Common Shares subject to Out of the Money Options as of the date of an acceleration pursuant to this Section 3.2(c). (d) The Purchase Right may be exercised by the Investor solely as and to the extent expressly set forth in this Section 3.2. In no event may the Purchase Right be exercised after it terminates as set forth in Section 2. No certificate representing a Common Share shall be delivered to the Investor until the full purchase price therefore has been paid. Notwithstanding anything to the contrary contained in this Agreement, the Company shall have received payment no obligation to issue any fraction of an amount of consideration therefor equal to the Warrant Price in effect on the date a Common Share under this Agreement and all of such exercise multiplied by the number of fractional shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errordisregarded.

Method of Exercise. The Holder hereof Exercise of the purchase rights represented by this Warrant may exercise this Warrantbe made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Issuer Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the IssuersCompany) of a duly executed facsimile copy of the Notice of Exercise Form form annexed hereto (the “Notice of Exercise FormExercise”); and, within . Within three (3) Trading Days of trading days after the date said of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Securities specified in the applicable Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by or cashier’s check drawn on a United States bank unless the Issuer, (iicashless exercise procedure specified in Section 2(c) by “cashless exercise” below is available and specified in accordance with the provisions applicable Notice of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this WarrantExercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares Securities available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days trading days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares Securities available hereunder shall have the effect of lowering the outstanding number of Warrant Shares Securities purchasable hereunder in an amount equal to the applicable number of Warrant Shares Securities purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares Securities purchased and the date of such purchases; provided that the records of the Company, absent manifest error, will be conclusive with respect to the number of Warrant Shares purchasable from time to time hereunder. The Company shall deliver any objection to any Notice of Exercise Form within one two (12) Business Day of business days after receipt of such notice. In The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the event provisions of any dispute or discrepancythis paragraph, following the purchase of a portion of the Warrant Securities hereunder, the records number of Warrant Securities available for purchase hereunder at any given time may be less than the amount stated on the face hereof. 1 The number of units issuable upon exercise of this Warrant shall be equal to 1.25% of the Company shall be controlling and determinative total securities sold in the absence of manifest errorOffering.

Method of Exercise. The Holder hereof (a) This Warrant shall be exercisable for a period of ten (10) years beginning on the Closing Date (the “Exercise Period”). This Warrant may exercise this Warrant, be exercised in whole or in part, part during the Exercise Period by delivery presentation and surrender hereof to the Company (or such other at its principal office or agency of the Issuer as it may designate by notice in writing to the Holder at the address set forth on the signature page hereof (or at such other address as the Company may after the date hereof notify the Holder in writing), or at the office of its transfer agent or warrant agent, if any, with the Notice of Exercise, in substantially the form attached as Appendix 1 (the “Notice of Exercise”), duly executed and accompanied by proper payment or provision for the aggregate Exercise Price with respect to the portion of this Warrant being exercised. (b) Upon receipt by the Company of: (i) this Warrant and (ii) the Notice of Exercise, in proper form for exercise, together with payment or provision (as provided below) for the aggregate Exercise Price with respect to the portion of this Warrant being exercised, the Holder shall be deemed to be the holder of record of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of Company Shares specified in the Notice of Exercise Form annexed hereto (the “Notice of Exercise FormWarrant Shares”); and, within three (3) Trading Days notwithstanding that the transfer books of the date said Notice of Exercise Form is Company shall then be closed or that certificates (if any) representing the Warrant Shares shall not then be actually delivered to the Company, Holder. The Holder may pay the Company shall have received payment of an amount of consideration therefor equal to the Warrant Exercise Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which the portion of this Warrant is then being exercised, payable at such Holder’s election exercised (i) by certified or official bank check or by wire transfer of immediately available funds to an account designated in writing by the IssuerCompany, (ii) by “cashless exercise” in accordance with the provisions delivery of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant cash or check to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below)Company, or (iii) by instructing the Company to withhold a combination number of Warrant Shares with an aggregate Fair Market Value (as defined below) as of the foregoing methods date of payment selected by exercise equal to the Exercise Price with respect to the portion of this Warrant being exercised. The Company shall pay any and all documentary, stamp, or similar issue taxes payable in respect of the issuance of the Warrant Shares. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issuance or delivery of certificates (if any) representing warrants or Warrant Shares in a name other than that of the Holder at the time of this Warrant. Notwithstanding anything herein to surrender for exercise, and, until the contrarypayment of such tax, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to issue such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such noticeShares. In the event of any dispute or discrepancya partial exercise of this Warrant, the records of the Company shall be controlling execute and determinative in deliver a warrant to Holder for the absence remaining unexercised portion of manifest errorthis Warrant.

Method of Exercise. The Holder hereof Payment: Issuance of New Warrant: Net Issuance. (a) Subject to Section 2 hereof, the purchase right represented by this Warrant may exercise this Warrantbe exercised by the Holder, in whole or in partpart and from time to time, at the election of the Holder, by (a) the delivery to of 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 (or such other office or agency of and by the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered payment to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check check, or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions Company of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the then applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing 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 delivery of 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 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 Exercise Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the “net issuance” right provided for in Section 3(b) hereof. The person or persons in whose name(s) Shares shall be registered upon exercise of this Warrant Shares purchased shall be deemed to have become the holder(s) of record of, and shall be created 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 of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such noticeor dates upon which this Warrant is exercised. In the event of any dispute exercise of this Warrant, certificates for the shares of stock so purchased shall be delivered to the Holder as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully 8. exercised or discrepancyexpired, a new Warrant representing the records 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 (subject to delivery of the old Warrant to the Company) as soon as possible and in any event within such thirty-day period; provided, however, that at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of I 934, as amended, if requested by the Holder, the Company shall be controlling and determinative in cause its transfer agent to deliver the absence certificate representing Shares issued upon exercise of manifest errorthis Warrant to, or credit the securities account of, 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. The Holder hereof may exercise this Warrant, in whole or in part, Option shall be exercised by tender of payment of the Exercise Price and delivery to the Company (or such other at its principal office or agency of the Issuer as it may designate by notice in writing a written notice, at least three business days prior to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the proposed date of such exercise, which notice shall: (a) state the election to exercise multiplied by the Option, the number of shares of Warrant Stock Shares with respect to which this Warrant the Option is then being exercised, payable at and the name, address, and social security number of the person in whose name the stock certificate or certificates for such Holder’s election Shares is to be registered; (ib) contain any such representations and agreements as to Optionee's investment intent with respect to such Shares as shall be reasonably required by the Committee pursuant to paragraph 8 hereof; and (c) be signed by the person entitled to exercise the Option, and if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to the Committee, of the right of such person or persons to exercise the Option. Payment of the Exercise Price may be made in cash or by certified or official bank check payable to the order of the Company. Payment may also be made by surrendering shares of Common Stock (including any Shares received upon a prior or by wire transfer simultaneous exercise of the Option) at the then fair market value of such Common Stock, as determined pursuant to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (cSection 1(b) of this Section 2, but only when a registration statement under the Securities Act providing for the resale Article II of the Warrant Stock Plan, as of the date of surrender. Payment may also be made by combining cash, check or Common Stock. After receipt of such notice in a form satisfactory to the Committee and the Common Stock underlying acceptance of payment, the preferred stock issued pursuant Company shall deliver to the Purchase Agreement is not then in effect as required under Optionee a certificate or certificates representing the Registration Rights Agreement (as defined below)Shares purchased hereunder, provided, that if any law or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to regulation requires the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking take action with respect to the Shares specified in such Warrant in notice before the case of its lossissuance thereof, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt delivery of such notice. In the event of any dispute or discrepancy, the records of the Company Shares shall be controlling and determinative in extended for the absence of manifest errorperiod necessary to take such action.

Method of Exercise. The Holder hereof may To exercise this Warrant, the Option in whole or in part, by delivery to the Company (or such other office or agency of the Issuer as it may designate by Optionee must deliver written notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by (a "Notice of Exercise") to the President or Secretary of the Company. Such written notice shall be substantially in the form attached hereto as Exhibit A and shall specify the number of shares of Warrant Option Stock with respect to which be purchased. A Notice of Exercise shall not be effective (and the Company shall have no obligation to sell any Option Stock to the Optionee pursuant to such Notice) unless it satisfies the terms and conditions contained in the Plan and this Warrant Agreement and actually is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated received by the Issuer, (ii) by “cashless exercise” in accordance with Company prior to the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale Expiration Date or any earlier termination of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this WarrantOption. Notwithstanding anything contained herein to the contrary, the Holder Optionee may not exercise the Option to purchase less than one hundred (100) shares, unless the Committee otherwise approves or unless the partial exercise is for all remaining shares of Option Stock available under the Option. Following receipt from the Optionee of a valid and effective Notice of Exercise and full payment of the Exercise Price relating to a number of the shares of Option Stock being purchased, a stock certificate representing that number of shares shall not be required to physically surrender this Warrant issued and delivered by the Company to the Optionee as soon as practicable; provided however that, the Company until shall have the Holder has right and discretion to hold any shares purchased all upon exercise of the Warrant Shares available hereunder and Option in escrow for a period ending on the Warrant has been exercised in fulllater of (i) two years from the Date of Grant of the Option, in which caseor (ii) one year after issuance of the stock upon exercise of the Option, for the sole purpose of informing the Company of a disqualifying disposition within the meaning of Section 422 of the Internal Revenue Code of 1986. During any such escrow period, the Holder Optionee shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking have all rights of a shareholder with respect to such Warrant in the case of its lossOption Stock purchased, theft or destruction, including but not limited to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered right to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal vote, receive dividends on and to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of sell such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorstock.

Method of Exercise. The (a) Subject to the provisions of the Series B Warrants and this Agreement, the Holder hereof of a Series B Warrant may exercise this Warrantsuch Holder's right to purchase the Warrant Shares, in whole or in part, by: (x) in the case of persons who hold Book-Entry Warrants, providing an exercise form for the election to exercise such Series B Warrant (“Exercise Form”) substantially in the form of Exhibit B-1 hereto, properly completed and executed by the Registered Holder thereof, together with payment of the Exercise Amount in accordance with Section 4.4(b), to the Warrant Agent, and (y) in the case of Warrants held through the book-entry facilities of the Depositary or by or through persons that are direct participants in the Depositary, providing an Exercise Form (as provided by such Holder's broker) to its broker, properly completed and executed by the Beneficial Holder thereof, together with payment of the Exercise Price in accordance with Section 4.4(a). (b) Series B Warrants may be exercised by the Holders thereof by delivery of payment to the Warrant Agent, for the account of the Company, by certified or bank cashier's check payable to the order of the Company (or such other office or agency as otherwise agreed to by the Company), in lawful money of the Issuer as it may designate by notice in writing to the Holder at the address United States of America, of the Holder appearing on full Exercise Price for the books number of Warrant Shares specified in the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company which shall have received payment of an amount of consideration therefor be equal to the Warrant Exercise Price in effect on the date of such exercise multiplied by the number of shares Warrant Shares in respect of Warrant Stock with respect to which this Warrant is then any Series B Warrants are being exercised) and any and all applicable taxes and governmental charges due in connection with the exercise of Series B Warrants and the exchange of Series B Warrants for Warrant Shares (the “Exercise Amount”). (c) Any exercise of a Series B Warrant pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, payable at such Holder’s election enforceable in accordance with its terms. (d) The Warrant Agent shall: (i) examine all Exercise Forms and all other documents delivered to it by certified or official bank check on behalf of Holders as contemplated hereunder to ascertain whether or by wire transfer to an account designated by not, on their face, such Exercise Forms and any such other documents have been executed and completed in accordance with their terms and the Issuer, terms hereof; (ii) by “cashless exercise” where an Exercise Form or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Series B Warrants exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Exercise Forms received and the delivery of the Series B Warrants to the Warrant Agent's account; (iv) advise the Company no later than three (3) Business Days after receipt of an Exercise Form, of (A) the receipt of such Exercise Form and the number of Series B Warrants exercised in accordance with the provisions of subsection (c) terms and conditions of this Section 2Agreement, but only when a registration statement under (B) the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant instructions with respect to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all delivery of the Warrant Shares deliverable upon such exercise, subject to timely receipt from the Depositary of the necessary information, and (C) such other information as the Company shall reasonably require; and (v) subject to Warrant Shares being made available hereunder and to the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, Agent by or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case on behalf of its loss, theft or destruction, to the Company for cancellation within three delivery to the Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its customary requirements. (3e) Trading Days The Company reserves the right to reasonably reject any and all Exercise Forms not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the date the final Notice of Exercise Form is delivered to the Company, be unlawful. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of Such determination by the Company shall be controlling final and determinative in binding on the absence Holders of the Series B Warrants, absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise of Series B Warrants or defects in Exercise Forms with regard to any particular exercise of the Series B Warrants. Neither the Company nor the Warrant Agent shall be under any duty to give notice to the Holders of the Series B Warrants of any irregularities in any exercise of Series B Warrants, nor shall it incur any liability for the failure to give such notice.

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by delivery the surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s 's election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” if the Registration Statement (as defined in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement Agreement) has not been declared effective, by "cashless exercise" by surrender to the Issuer for cancellation of a portion of this Warrant representing that number of unissued shares of Warrant Stock which is equal to the quotient obtained by dividing (A) the product obtained by multiplying the Warrant Price by the number of shares of Warrant Stock being purchased upon such exercise by (B) the Per Share Market Value as defined below)of the date of such exercise, or (iii) if the Registration Statement has not been declared effective, by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the contraryprovisions of clause (ii) of this subsection (b), such exercise shall be accompanied by written notice from the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases specifying the manner of payment thereof and containing a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records calculation showing the number of shares of Warrant Shares purchased Stock with respect to which rights are being surrendered thereunder and the date net number of shares to be issued after giving effect to such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorsurrender.

Method of Exercise. The In order for a Holder hereof may to exercise this Warrantall or any of the Warrants held by such Holder, the Holder thereof must (i) (x) in whole or in partthe case of a Global Warrant Certificate, by delivery deliver to the Company (or Warrant Agent an exercise form for the election to exercise such other office or agency of Warrants substantially in the Issuer as it may designate by notice form set forth in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed Exhibit B hereto (an “Notice of Exercise Form”); , setting forth the number of Warrants being exercised and, within three (3) Trading Days if applicable, whether Cashless Exercise is being elected with respect thereto, and otherwise properly completed and duly executed by the Holder thereof and deliver such Warrants by book-entry transfer through the facilities of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal Depositary to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” Agent in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under Applicable Procedures and otherwise comply with the Securities Act providing for the resale Applicable Procedures in respect of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement exercise of such Warrants, (as defined below), or (iiiy) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its lossa Definitive Warrant Certificate, theft or destructionat the Corporate Agency Office, (I) deliver to the Company for cancellation within three Warrant Agent an Exercise Form, setting forth the number of Warrants being exercised and, if applicable, whether Cashless Exercise is being elected with respect thereto, and otherwise properly completed and duly executed by the Holder thereof as well as any such other information the Warrant Agent may reasonably require, and (3II) Trading Days of the date the final Notice of Exercise Form is delivered surrender to the Company. Partial exercises of this Warrant resulting Agent the Definitive Warrant Certificate evidencing such Warrants and or (z) in purchases the case of a portion of Book-Entry Warrant, at the total Corporate Agency Office, deliver to the Warrant Agent an Exercise Form, setting forth the number of Warrants being exercised and, if applicable, whether Cashless Exercise is being elected with respect thereto, and otherwise properly completed and duly executed by the Holder thereof as well as any such other information the Warrant Shares available hereunder shall have Agent may reasonably require; and (ii) pay to the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in Agent an amount equal to (x) all taxes and charges required to be paid by the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date Holder, if any, pursuant to Section 3.4 prior to, or concurrently with, exercise of such purchases. The Company shall deliver any objection to any Notice Warrants and (y) except in the case of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancya Cashless Exercise, the records aggregate of the Company shall be controlling and determinative Exercise Price in the absence respect of manifest erroreach share of Common Stock into which such Warrants are exercisable.

Method of Exercise. The Holder hereof (i) This Option shall be exercisable by execution and delivery of the Early Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit A, the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit B or of any other form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may exercise this Warrant, in whole or in part, be required by delivery the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company (or by such other office or agency means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the Issuer as it may designate Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice in writing accompanied by the Exercise Price. (ii) As a condition to the Holder at the address exercise of this Option and as further set forth in Section 11 of the Holder appearing on Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the books vesting or exercise of the Issuers) Option, or disposition of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); andShares, within three (3) Trading Days of the date said Notice of Exercise Form is delivered whether by withholding, direct payment to the Company, or otherwise. (iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company shall have received in consultation with its legal counsel. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of an amount consideration for such shares would constitute a violation of consideration therefor equal any applicable federal or state securities or other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the Warrant Price in effect exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date of such exercise multiplied by on which the number of shares of Warrant Stock with respect to which this Warrant Option is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorShares.

Method of Exercise. The In order for a Holder hereof may to exercise this Warrantall or any of the Warrants held by such Holder, the Holder thereof must (i) (x) in whole or in partthe case of a Global Warrant Certificate, by delivery deliver to the Company (or Warrant Agent an exercise form for the election to exercise such other office or agency of Warrants substantially in the Issuer as it may designate by notice form set forth in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed Exhibit B hereto (an “Notice of Exercise Form”); , setting forth the number of Warrants being exercised and, within three (3) Trading Days if applicable, whether Cashless Exercise is being elected with respect thereto, and otherwise properly completed and duly executed by the Holder thereof and deliver such Warrants by book-entry transfer through the facilities of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal Depositary to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” Agent in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under Applicable Procedures and otherwise comply with the Securities Act providing for the resale Applicable Procedures in respect of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), exercise of such Warrants or (iiiy) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its lossa Book- Entry Warrant, theft or destructionat the Corporate Agency Office, deliver to the Company for cancellation within three Warrant Agent an Exercise Form, setting forth the number of Warrants being exercised and, if applicable, whether Cashless Exercise is being elected with respect thereto, and otherwise properly completed and duly executed by the Holder thereof as well as any such other information the Warrant Agent may reasonably require; and (3ii) Trading Days of the date the final Notice of Exercise Form is delivered pay to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in Agent an amount equal to (x) all taxes and charges required to be paid by the Holder, if any, pursuant to Section 3.4 prior to, or concurrently with, exercise of such Warrants and (y) except in the case of a Cashless Exercise, the aggregate of the Exercise Price in respect of each Common Unit into which such Warrants are exercisable, in case of (x) and (y), by wire transfer in immediately available funds, to the account (No. 530354616; ABA No. 000000000; Reference: AST as agent for ) of the Company at the Warrant Agent. In addition, any Holder that is not already a Member shall be required, as a condition precedent to the issuance of Warrant Units pursuant to their exercise of any Warrant, to execute a joinder agreement, in a form acceptable to the Company in its sole discretion (a “Joinder Agreement”) pursuant to which such Holder agrees to be bound by the terms and representations of the LLC Agreement, including making the applicable number of Warrant Shares purchased. The Holder representations set forth in the LLC Agreement, and must deliver such documents and instruments (collectively with the Joinder Agreement, the “Admission Documents”) as the Company shall maintain records showing reasonably determines to be necessary or appropriate in connection with the number of Warrant Shares purchased and the date issuance of such purchasesWarrant Units to such Holder or to effect such Holder’s admission as a Member of the Company. The Company shall deliver any objection provide to the Warrant Agent, and the Warrant Agent shall make available to any Notice Holder upon request, forms of the Admission Documents for use by such Holder in connection with its exercise of any Warrants (the “Form Admission Documents”); provided that this sentence shall not relieve any Holder of its obligation pursuant to the immediately prior sentence to execute and deliver Admission Documents other than or different from the Form Admission Documents (“Additional Admission Documents”) reasonably requested by the Company as a condition precedent to the issuance of Warrant Units pursuant to such Holder’s exercise of any Warrant; provided, further, that, if the Company reasonably requests any Holder to execute and deliver Additional Admission Documents, the issuance of the Warrant Units, and admission of the Holder as a Member in respect thereof, upon satisfactory execution and delivery of such Additional Admission Documents and all other documents and instruments required by this Agreement, shall be deemed retroactively effective to the time such Holder delivered the validly executed Exercise Form within one (1) Business Day of receipt of such notice. In and Form Admission Documents to the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorWarrant Agent.

Method of Exercise. The Holder hereof Subject to Section 4, Optionee may exercise this Warrant, in whole Option with respect to all or in part, by delivery any part of the shares of Stock then subject to such exercise as follows: [a] By giving the Company (or such other office or agency of the Issuer as it may designate by written notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by exercise, specifying the number of shares of Warrant Stock with respect as to which this Warrant Option is then being exercised, payable at such Holder’s election (i) . Such notice shall be accompanied by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number Option Price of Warrant Shares purchased. The Holder and such shares, in the form of any one or combination of the following: cash, a certified check, bank draft, postal or express money order payable to the order of the Company in lawful money of the United States. [b] Optionee shall maintain records showing be required, as a condition precedent to acquiring Stock through exercise of the Option to execute one or more agreements relating to obligations in connection with ownership of the Stock or restrictions on transfer of the Stock no less restrictive than the obligations and restrictions to which other shareholders of the Company are subject at the time of such exercise. [c] Optionee shall give the Company satisfactory assurance in writing signed by Optionee or Optionee's legal representative, as the case may be, that such shares are being purchased for investment and not with a view to the distribution thereof; provided that such assurance shall be deemed inapplicable to [1] any sale of such shares by such Optionee made in accordance with the terms of a registration statement covering such sale, which has heretofore been [or may hereafter be] filed and become effective under the Securities Act of 1933, as, amended [the "Securities Act"], and with respect to which no stop order suspending the effectiveness thereof has been issued, and [2] any other sale of such shares with respect to which in the opinion of counsel for the Company, such assurance is not required to be given in order to comply with the provisions of the Securities Act. As soon as practicable after receipt of the notice required in paragraph 5[a] hereof and satisfaction of the conditions set forth in paragraphs 5[b] and 5 [c ], the Company shall, without transfer or issue tax and without any other incidental expense to the Optionee, deliver to Optionee at the office of the Company or such other place as may be mutually acceptable to the Company and Optionee a certificate or certificates of such shares of Stock; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with applicable registration requirements under the Securities Act, the Securities Exchange Act of 1934, as amended any applicable listing requirements of any national securities exchange, and requirements under any other law or regulation applicable to the issuance or transfer of such shares. Optionee shall not be entitled to the privileges of stock ownership as to any shares of Stock purchased hereunder until such certificate is delivered pursuant to this paragraph 5. If Optionee fails to accept delivery any pay for all or any part of the number of Warrant Shares purchased and the date shares specified in such notice upon tender of delivery thereof, Optionee's right to purchase such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of undelivered shares may be terminated by the Company shall be controlling and determinative in the absence of manifest errorat its election.

Method of Exercise. The While this Warrant remains outstanding and is exercisable in accordance with Section 2 above, the Holder hereof may exercise this Warrantexercise, in whole or in part, by delivery the purchase rights evidenced hereby. Such exercise shall be effected by: (a) the surrender of the Warrant, together with a notice of exercise to the Secretary of the Company at its principal offices during normal business hours on any business day prior to the Expiration Date; and (b) the payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant aggregate Exercise Price in effect on the date of such exercise multiplied by for the number of shares of Warrant Common Stock with respect being purchased in the form of certified check payable to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified the order of the Company or official bank check or by wire transfer of immediately available funds to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with Company. The Company agrees that the provisions shares of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale Common Stock issuable upon exercise of the Warrants shall be deemed to be issued to the Holder as the record holder of such shares as of the close of business on the date on which this Warrant Stock shall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, no such surrender shall be effective to constitute the person or entity entitled to receive such shares as the record holder thereof while the transfer books of the Company for the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is are closed for any purpose (but not then for any period in effect as required under the Registration Rights Agreement excess of five (as defined below5) days), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically ; but any such surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of a portion of such books, as if the total number of exercise had been made on the date this Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder was surrendered and the Company shall maintain records showing for the number of Warrant Shares purchased shares of Common Stock and at the Exercise Price in effect at the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorsurrender.

Method of Exercise. The Holder hereof may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Exercise Price for the Shares being purchased. Notwithstanding any contrary provision herein, if this Warrant was originally executed and/or delivered electronically, in no event shall Holder be required to surrender or deliver an ink-signed paper copy of this Warrant in connection with its exercise hereof or of any rights hereunder, nor shall Holder be required to surrender or deliver a paper or other physical copy of this Warrant in connection with any exercise hereof. The Company shall cause the shares underlying the Warrant (the “Warrant Shares”) purchased hereunder to be transmitted by the Transfer Agent to the Holder by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto and (“ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise Form(such date, the “Warrant Share Delivery Date”); and, within three (3) Trading Days . Upon delivery of the date said Notice of Exercise Form is delivered to the CompanyExercise, the Company Holder shall be deemed for all corporate purposes to have received payment become the holder of an amount record of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock Shares with respect to which this Warrant is then being has been exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by irrespective of the Issuer, (ii) by “cashless exercise” in accordance with the provisions date of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale delivery of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below)Shares, or (iii) by a combination provided that payment of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant aggregate Exercise Price (other than in the case of its loss, theft or destruction, to a cashless exercise) is received within the Company for cancellation within three earlier of (3i) two (2) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares purchased and pursuant to this section by the date of Warrant Share Delivery Date, then the Holder will have the right to rescind such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorexercise.

Method of Exercise. The 3.1 While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder hereof may exercise this Warrantexercise, in whole or in part, by delivery to the Company purchase rights evidenced hereby. Such exercise shall be effected by: (or such other office or agency a) the surrender of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of Warrant, together with a duly executed facsimile copy of the Notice of Exercise Form annexed hereto attached hereto, to the Secretary of the Company at its principal office (“Notice of Exercise Form”or at such other place as the Company shall notify the Holder in writing); and, within three (3b) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing aggregate Exercise Price for the number of Shares being purchased. 3.2 Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3.1 above. 3.3 As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within twenty (20) days thereafter (such date, the “Share Delivery Date”), the Company at its expense will cause the Shares purchased hereunder to be transmitted by (x) the Company’s transfer agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Shares to or resale of the Shares by the Holder or (B) the Shares are eligible for resale by the Holder pursuant to Rule 144, and (y) otherwise by book entry transfer registered in the Company’s share register in the name of the Holder or its designee (or at the request of the Holder, by physical delivery of a certificate, registered in the name of the Holder or its designee), for the number of Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise. The 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 date the Warrant has been exercised, with payment to the Company of the Exercise Price, prior to the issuance of such purchases. The Shares, having been paid. 3.4 In case such exercise is in part only, the Company shall deliver any objection shall, at the request of the Holder, issue a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares equal to any Notice of Exercise Form within one (1) Business Day of receipt the number of such notice. In Shares described in this Warrant minus the event number of any dispute or discrepancy, such Shares purchased by the records of the Company shall be controlling and determinative Holder upon all exercises made in the absence of manifest erroraccordance with Section 3.1 above.

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by delivery the surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s 's election (i) by certified or official bank check or by wire transfer to an account designated by the Issuercheck, (ii) by “cashless exercise” surrender to the Company for cancellation of (x) first, a Revolving Note or Revolving Notes and (y) after such time as no Revolving Notes remain outstanding, a Term Note or Term Notes (in accordance with respect of any such Notes the provisions Holder shall be the sole legal and beneficial owner) to the extent of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale portion of the principal amount thereof or (at the election of the Holder) accrued and unpaid interest thereon which is equal in the aggregate to the aggregate Warrant Price of the shares of Warrant Stock and the Common Stock underlying the preferred stock issued pursuant being purchased upon such exercise (and, if Holder makes such election, for such purposes, all interest accrued on such Notes to the Purchase Agreement is not then in effect as required under date of such exercise shall first be applied to such payment before any of the Registration Rights Agreement (as defined belowprincipal amount thereof shall be so surrendered and applied), or (iii) by surrender to the Issuer for cancellation of a portion of this Warrant representing that number of unissued shares of Warrant Stock which is equal to the quotient obtained by dividing (A) the product obtained by multiplying the Warrant Price by the number of shares of Warrant Stock being purchased upon such exercise by (B) the difference obtained by subtracting the Warrant Price from the Current Market Price per share of Warrant Stock as of the date of such exercise, or (iv) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the contraryprovisions of clause (ii) or clause (iii) of this Section 2(b), such exercise shall be accompanied by written notice from the Holder shall not be required to physically surrender of this Warrant to specifying the Company until the Holder has purchased all manner of the Warrant Shares available hereunder payment thereof, and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its lossan application of clause (ii), theft or destruction, to stating the Company for cancellation within three (3) Trading Days respective amounts of principal and interest of the date Notes to be applied to such payment, and in the final Notice case of Exercise Form is delivered to the Company. Partial exercises an application of this Warrant resulting in purchases of clause (iii), containing a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records calculation showing the number of shares of Warrant Shares purchased Stock with respect to which rights are being surrendered thereunder and the net number of shares to be issued after giving effect to such surrender. If, pursuant to clause (ii) above, less than the entire unpaid principal amount of any Note shall be applied toward payment of the consideration payable upon any exercise of this Warrant, the Holder thereof shall surrender the Note and the Issuer shall issue a new Note (dated the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1the Note being surrendered) Business Day of receipt of such notice. In representing the event of any dispute or discrepancy, the records balance of the Company shall be controlling and determinative in unpaid principal amount of the absence of manifest errorNote so surrendered, payable to such Holder or as such Holder may otherwise direct.

Method of Exercise. (a) The Holder hereof may exercise vested portion of this Warrant, Option shall be exercisable in whole or in partpart by written notice which shall state the election to exercise the Option and the number of Shares for which the Option is being exercised and, by delivery unless the issuance of the Shares upon the exercise of the Option has been registered under the Securities Act of 1933, as amended (the “Securities Act”), the written notice of exercise shall include such representations, warranties and agreements as the Company may reasonably require to the Company (effect that the Shares are being purchased for investment only and without any present intention to sell or otherwise distribute such other office or agency Shares and that such Shares will not be disposed of in transactions which, in the Issuer as it may designate by notice in writing to the Holder at the address opinion of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered counsel to the Company, would violate the registration provisions of the Securities Act and the rules and regulations thereunder. The certificate issued to evidence such Shares shall bear appropriate legends summarizing these restrictions on the disposition thereof. Such written notice shall be signed by the Optionee and shall be delivered to the Company in the manner set forth in Section 14. (b) The written notice shall have received be accompanied by payment of an amount of consideration therefor equal to the Warrant product of (i) the Exercise Price in effect on the date of such exercise multiplied by (ii) the number of shares of Warrant Stock with respect to Shares for which this Warrant the Option is then being exercised, payable at plus the amount of the withholding taxes estimated in accordance with Section 5 to be due upon the purchase of such Holder’s election (i) number of Shares, unless the Committee shall have consented to the making of other arrangements with the Optionee. Payment of the Exercise Price for the Shares upon any exercise of the Option shall be by certified or official bank check or by wire transfer to an account designated by the Issuer, surrender of that number of whole shares of Common Stock with a Fair Market Value (iias of the date of exercise) by “cashless exercise” in accordance with as shall equal the provisions Exercise Price of subsection the Option. (c) Delivery of this Section 2the notice of exercise shall constitute an irrevocable election to purchase the Shares specified in the notice, but only when a registration statement under and the Securities Act providing date on which the Company receives the notice accompanied by payment in full of the Exercise Price for the resale of Shares covered by the Warrant Stock notice and the Common Stock underlying applicable withholding taxes shall be the preferred stock issued pursuant date as of which the Shares so purchased shall be deemed to have been issued. (d) Notwithstanding anything to the Purchase Agreement is contrary herein, the Option shall not then be exercisable if the Company, at any time and in effect as required its sole discretion, shall determine that (a) the listing, registration or qualification of any Shares otherwise deliverable upon such exercise, upon any securities exchange or under the Registration Rights Agreement (as defined below)any state or Federal law, or (iiib) by a combination the consent or approval of the foregoing methods of payment selected by the Holder of this Warrantany regulatory body, is necessary or desirable in connection with such exercise. Notwithstanding anything herein to the contraryIn such event, the Holder such exercise shall be held in abeyance and shall not be required to physically surrender this Warrant to the Company effective unless and until the Holder has purchased all such listing, registration, qualification or approval shall have been effected or obtained free of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably any conditions not acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.

Method of Exercise. The Subject to and upon all of the terms and conditions set forth in this Warrant (including the limitation set forth in the next paragraph), the Holder hereof may exercise this Warrant, in whole or in partpart with respect to any Warrant Shares, at any time and from time to time during the period commencing on the Initial Exercise Date and ending on the Expiration Date, by delivery giving prior written notice to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to Corporation that the Holder at intends to exercise this Warrant (the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the "EXERCISE NOTICE"), which Exercise Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by indicate the number of shares for which the Holder intends to exercise this Warrant, and upon presentation and surrender of this Warrant to the Corporation at its principal office, together with (a) a properly completed and duly executed subscription form, in the form attached hereto, which subscription form shall specify the number of Warrant Stock with respect to Shares for which this Warrant is then being exercised, payable at such Holder’s election and (ib) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale payment of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of aggregate Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable Price payable hereunder in an amount equal to the applicable number respect of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares being purchased and the date upon exercise of this Warrant. Payment of such purchases. The Company aggregate Exercise Price shall deliver any objection to any Notice of Exercise Form within one be made (1i) Business Day of receipt of such notice. In the event of any dispute in cash or discrepancyby money order, the records certified or bank cashier's check or wire transfer (in each case in lawful currency of the Company shall United States of America), (ii) cancellation of indebtedness owing from the Corporation to the Holder, (iii) by the Holder surrendering a number of Warrant Shares having a Fair Market Value on the Exercise Date equal to or greater than (but only if by a fractional share) the required aggregate Exercise Price, in which case the Holder would receive the number of Warrant Shares to which it would otherwise be controlling and determinative entitled upon such exercise, less the surrendered shares, or (iv) any combination of the methods described in the absence of manifest errorforegoing clauses (i), (ii) and (iii).

Method of Exercise. The (a) Subject to the provisions of the Warrants and this Agreement, the Holder hereof of a Warrant may exercise this Warrantsuch Holder’s right to purchase the Warrant Shares, in whole or in part, by delivery by: (x) in the case of persons who hold Book-Entry Warrants, providing an exercise form for the election to the Company (or exercise such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto Warrant (“Notice of Exercise Form”); and) substantially in the form of Exhibit B-1 hereto, within three (3) Trading Days properly completed and executed by the Registered Holder thereof, together with payment of the date said Notice Exercise Amount in accordance with Section 4.4(b), to the Warrant Agent, and (y) in the case of Warrants held through the book-entry facilities of the Depositary or by or through persons that are direct participants in the Depositary, providing an Exercise Form is delivered (as provided by such Holder’s broker) to its broker, properly completed and executed by the Beneficial Holder thereof, together with payment of the applicable Exercise Price in accordance with Section 4.4(b). (b) Warrants may be exercised by the Holders thereof by delivery of payment to the Warrant Agent, for the account of the Company, by certified or official bank cashier’s check payable to the Company order of the Warrant Agent or by wire transfer of immediately available funds to the account of the Warrant Agent (or as otherwise agreed to by the Warrant Agent), in lawful money of the United States of America, of the full applicable Exercise Price for the number of Warrant Shares specified in the Exercise Form (which shall have received payment of an amount of consideration therefor be equal to the Warrant applicable Exercise Price in effect on the date of such exercise multiplied by the number of shares Warrant Shares in respect of Warrant Stock with respect to which this Warrant is then any Warrants are being exercised) and any and all applicable taxes and governmental charges due in connection with the exercise of Warrants and the exchange of Warrants for Warrant Shares (the “Exercise Amount”). (c) Any exercise of a Warrant pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, payable at such Holder’s election enforceable in accordance with its terms. (d) The Warrant Agent shall: (i) examine all Exercise Forms and all other documents delivered to it by certified or official bank check on behalf of Holders as contemplated hereunder to ascertain whether or by wire transfer to an account designated by not, on their face, such Exercise Forms and any such other documents have been executed and completed in accordance with their terms and the Issuer, terms hereof; (ii) by “cashless exercise” where an Exercise Form or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrants exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Exercise Forms received and the delivery of Warrants to the Warrant Agent’s account; (iv) advise the Company no later than three (3) Business Days after receipt of an Exercise Form, of (A) the receipt of such Exercise Form and the number of Warrants exercised in accordance with the provisions of subsection (c) terms and conditions of this Section 2Agreement, but only when a registration statement under (B) the Securities Act providing for the resale instructions with respect to delivery of the Warrant Stock Shares deliverable upon such exercise, subject to timely receipt from the Depositary of the necessary information, and (C) such other information as the Common Stock underlying the preferred stock issued pursuant Company shall reasonably require; and (v) subject to Warrant Shares being made available to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), Warrant Agent by or (iii) by a combination on behalf of the foregoing methods of payment selected Company for delivery to the Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its customary requirements. (e) The Company reserves the right to reasonably reject any and all Exercise Forms not in proper form or for which any corresponding agreement by the Holder Company to exchange would, in the opinion of this Warrantthe Company, be unlawful. Notwithstanding anything herein Such determination by the Company shall be final and binding on the Holders of the Warrants, absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the contraryexercise of Warrants or defects in Exercise Forms with regard to any particular exercise of Warrants. Neither the Company nor the Warrant Agent shall be under any duty to give notice to the Holders of the Warrants of any irregularities in any exercise of Warrants, nor shall it incur any liability for the Holder failure to give such notice. (f) The Company shall not be required to physically surrender this Warrant issue fractional shares of Common Stock upon the exercise of any Warrant. If fractional shares are not issued upon the exercise of any Warrant, there shall be paid to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullholder thereof, in which caselieu of any fractional share of Common Stock resulting therefrom, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount of cash equal to the applicable number product of: (i) the fractional amount of Warrant Shares purchased. The Holder and such share of Common Stock; and (ii) the Company shall maintain records showing Market Price, as determined on the number of Warrant Shares purchased and trading day immediately prior to the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt exercise of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorWarrant.

Method of Exercise. In the event that Company desires to exercise the Securities Issuance Option with respect to a Qualifying Catastrophic Event, Company shall provide written notice to each Option Writer during the Exercise Term of its intent to exercise the Securities Issuance Option (a "Notice of Exercise"). The Holder hereof may exercise this Warrant, in whole or in part, by delivery Notice of Exercise shall specify (a) the aggregate Preferred Share Purchase Price for the Preferred Shares to be issued pursuant to the Company (or such other office or agency exercise of the Issuer as it may designate by notice in writing Securities Issuance Option and the proposed Exercise Date, and (b) with respect to the Holder at applicable Qualifying Catastrophic Event, the address amount of the Holder appearing on Ultimate Loss relating to such Qualifying Catastrophic Event, including the books amount of (i) paid losses, (ii) losses reported but not yet then paid, and (iii) losses incurred but not yet then reported, including assumptions underlying the calculation of item (iii). Following delivery of a Notice of Exercise in accordance with Section 10.2, Option Writers shall have until the end of the Issuersthirty (30) of a duly executed facsimile copy day period following delivery of the Notice of Exercise Form annexed hereto to investigate whether the conditions to exercise of the Securities Issuance Option set forth in Section 5.2 have been satisfied and shall, by the end of such thirty (“30) day period, if any Option Writer determines that such conditions have not been satisfied, issue a Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement Objection (as defined below); provided, however, that if the Exercise Date is extended for more than an additional thirty (30) days (beyond the initial thirty (30) day notice period) as described in the definition of Exercise Date in Article 1 above, such Option Writer shall have a period of ten (10) business days to update its investigation, which ten (10) business day period shall commence on the date which is the later of (a) the date that Company certifies to such Option Writer that all conditions to exercise of the Securities Issuance Option set forth in Section 5.2 have been satisfied, or (iiib) by a combination the thirtieth (30th) day preceding the actual Exercise Date. In connection with such investigation, Company shall provide or procure for such Option Writer, or its designated agent, reasonable access to loss records of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein applicable Company Subsidiaries relating to the contraryQualifying Catastrophic Event in question (including, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all without limitation, policy files, claim files, and loss and loss reserve files or information), during normal business hours of the Warrant Shares available hereunder and the Warrant has been exercised in fullapplicable Company Subsidiaries, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable order to the Issuer undertaking with respect allow such Option Writer to undertake such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such noticeinvestigation. In the event that such Option Writer determines that the conditions for exercise of any dispute or discrepancySecurities Issuance Option have not been met, the records such Option Writer shall deliver a written notice of objection to exercise of the Securities Issuance Option (the "Notice of Objection") to Company within such thirty (30) day period or the ten (10) business day update period described above, as applicable. Such Notice of Objection shall specify in reasonable detail the reason(s) for such Option Writer's objection to the exercise of the Securities Issuance Option. If, within twenty (20) days following delivery of the Notice of Objection to Company, Company and such Option Writer cannot reach an agreement regarding the exercise of the Securities Issuance Option, their dispute shall be controlling and determinative submitted to dispute resolution in accordance with Article 8 below. With respect to each Option Writer, in the absence event that such Option Writer has not issued a Notice of manifest errorObjection in accordance with this Section 2.3, such Option Writer shall deliver, on the Exercise Date (or the next following Business Day if the Exercise Date is not a Business Day), by wire transfer of immediately available funds, in U.S. dollars, its percentage interest (as stated in Schedule 1.1) of the aggregate Preferred Share Purchase Price specified in the Notice of Exercise, against the delivery by Company of the corresponding number of Preferred Shares.

Method of Exercise. The While this Warrant remains outstanding and exercisable in accordance with Section 3 above, the Holder hereof may exercise this Warrantexercise, in whole or in part, by delivery the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender of the Warrant, together with a duly executed copy of the form of subscription attached hereto, to the Secretary of the Company at its principal offices; and (ii) the payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing aggregate Exercise Price for the number of Shares being purchased, except that if Holder is subject to HSR Act Restrictions (as defined in Section 4(iii) below) the Exercise Prices shall be paid to the Company within five (5) business days of the termination of all HSR Act Restrictions. (iii) the Company hereby acknowledges that exercise of this Warrant Shares purchased by Holder may subject the Company and/or the Holder to the filing requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 ("HSR Act") and that Holder may be prevented from exercising this Warrant until the date expiration or early termination of such purchasesall waiting periods imposed by the HSR Act ("HSR Act Restrictions"). The Company shall deliver any objection If on or before the last day upon which this Warrant is exercisable Holder has complied with Section 4(i) above and Holder has not been able to any Notice complete the exercise of Exercise Form within one (1) Business Day this Warrant prior to the last day upon which this Warrant is exercisable because of receipt of such notice. In the event of any dispute or discrepancyHSR Act Restrictions, the records Holder shall be entitled to complete the process of exercising this Warrant in accordance with the procedures contained herein notwithstanding the fact that completion of the Company shall be controlling and determinative in exercise of this Warrant would take place after the absence of manifest errorlast day upon which this Warrant is exercisable.

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.

Method of Exercise. (i) Each election to exercise the Vested Portion shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Participant or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Investors Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Company at its principal offices, accompanied by payment in full as provided in the Plan. (ii) The Holder hereof Option Price may exercise this Warrant, in whole or in part, be paid by delivery of cash or check acceptable to the Committee, or by means of withholding of Shares subject to the Vested Portion with an aggregate Fair Market Value equal to (A) the aggregate exercise price and (B) unless the Committee determines otherwise under Section 11 of this Agreement or the Company (is precluded or restricted from doing so under debt covenants, minimum statutory withholding taxes with respect to such exercise, or by such other office or agency of method provided under the Issuer as it may designate Plan and explicitly approved by notice in writing to the Holder at Committee. In the address of event that the Holder appearing on Vested Portion is exercised by a person other than the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the CompanyParticipant, the Company shall have received payment ascertain the authority of an amount of consideration therefor equal the Option holder to exercise the Vested Portion and shall deliver the Shares hereunder to the Warrant Price in effect on the date of Option holder after it is satisfied as to such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or authority. (iii) by a combination Notwithstanding any other provision of the foregoing methods of payment selected by the Holder of Plan or this Warrant. Notwithstanding anything herein Agreement to the contrary, the Holder Vested Portion may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. The Committee shall use its best efforts to cause any registration or qualification of the Option or the Shares to be completed. (iv) Upon the Company’s determination that the Vested Portion of the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be required to physically surrender this Warrant liable to the Company until Participant for damages relating to any reasonable delays in issuing the Holder has purchased all certificates to such Participant, any loss of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrantcertificates, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant any mistakes or errors in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days issuance of the date certificates or in the final Notice of Exercise Form is delivered certificates themselves which it promptly undertakes to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one correct. (1v) Business Day of receipt of such notice. In the event of any dispute or discrepancythe Participant’s death, the records Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 3(a). Any heir or legatee of the Company Participant shall be controlling take rights herein granted subject to the terms and determinative in conditions hereof. (vi) In no event may a Participant or any other holder of an Option who has not executed the absence Investors Agreement exercise any part of manifest errorthe Vested Portion.

Method of Exercise. The Holder hereof Exercise of the purchase rights represented by this Warrant may exercise this Warrantbe made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Issuer Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the IssuersCompany) of a duly executed facsimile copy of the Notice of Exercise Form form annexed hereto (the “Notice of Exercise FormExercise”); and, within . Within three (3) Trading Days of trading days after the date said of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Securities specified in the applicable Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by or cashier’s check drawn on a United States bank unless the Issuer, (iicashless exercise procedure specified in Section 2(c) by “cashless exercise” below is available and specified in accordance with the provisions applicable Notice of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this WarrantExercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares Securities available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days trading days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares Securities available hereunder shall have the effect of lowering the outstanding number of Warrant Shares Securities purchasable hereunder in an amount equal to the applicable number of Warrant Shares Securities purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares Securities purchased and the date of such purchases; provided that the records of the Company, absent manifest error, will be conclusive with respect to the number of Warrant Shares purchasable from time to time hereunder. The Company shall deliver any objection to any Notice of Exercise Form within one two (12) Business Day of business days after receipt of such notice. In The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the event provisions of any dispute or discrepancythis paragraph, following the purchase of a portion of the Warrant Securities hereunder, the records number of Warrant Securities available for purchase hereunder at any given time may be less than the Company shall be controlling and determinative in amount stated on the absence of manifest errorface hereof. 1 As applicable.

Method of Exercise. The Holder hereof Exercise of the purchase rights represented by this Warrant may exercise this Warrantbe made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Issuer Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the IssuersCompany) of a duly executed facsimile copy of the Notice of Exercise Form form annexed hereto (the “Notice of Exercise FormExercise”); and, within . Within three (3) Trading Days of trading days after the date said of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Shares specified in the applicable Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by or cashier’s check drawn on a United States bank unless the Issuer, (iicashless exercise procedure specified in Section 2(c) by “cashless exercise” below is available and specified in accordance with the provisions applicable Notice of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this WarrantExercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days trading days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases; provided that the records of the Company, absent manifest error, will be conclusive with respect to the number of Warrant Shares purchasable from time to time hereunder. The Company shall deliver any objection to any Notice of Exercise Form within one two (12) Business Day of business days after receipt of such notice. In The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the event provisions of any dispute or discrepancythis paragraph, following the purchase of a portion of the Shares hereunder, the records number of Shares available for purchase hereunder at any given time may be less than the Company shall be controlling and determinative in amount stated on the absence of manifest errorface hereof.

Method of Exercise. The In order for a Holder hereof may to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder thereof must (i) (x) in whole or in partthe case of a Global Warrant Certificate, comply with the Applicable Procedures of the Depositary to provide notice of the number of Warrants being exercised and, if applicable, whether Cashless Exercise is being elected with respect thereto, and deliver such Warrants by delivery book-entry transfer through the facilities of the Depositary to the Company (or such other office or agency Warrant Agent in accordance with the Applicable Procedures and otherwise comply with the Applicable Procedures in respect of the Issuer as it may designate by notice exercise of such Warrants or (y) in writing the case of a Definitive Warrant Certificate, at the Corporate Agency Office, (I) deliver to the Holder at Warrant Agent an exercise form for the address of election to exercise such Warrants substantially in the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed form set forth in Exhibit A hereto (an “Notice of Exercise Form”); , setting forth the number of Warrants being exercised and, within three if applicable, whether Cashless Exercise is being elected with respect thereto, and otherwise properly completed and duly executed by the Holder thereof as well as any such other necessary information the Warrant Agent may reasonably require, and (3II) Trading Days surrender to the Warrant Agent the Definitive Warrant Certificate evidencing such Warrants; (ii) pay to the Warrant Agent an amount equal to (x) all taxes required to be paid by the Holder, if any, pursuant to Section 3.4 prior to, or concurrently with, exercise of such Warrants and (y) except in the case of a Cashless Exercise, the aggregate of the date said Notice Exercise Price in respect of Exercise Form is delivered each Common Share into which such Warrants are exercisable, in case of (x) and (y), by wire transfer in immediately available funds, to the account (No. [ ]; ABA No. [ ]; Reference: Ultra Petroleum Corp.; Attention: [ ]) of the Company at the Warrant Agent or such other account of the Company at such banking institution as the Company shall have given notice to the Warrant Agent and such Holder in accordance with Section 11.1(b); and (iii) deliver to the Company, the Company shall have received payment of an amount of consideration therefor equal with a copy to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock Agent, a Lock-Up Agreement with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant Shares to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date received on exercise of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorWarrants.

Method of Exercise. The In order to exercise all or any of the Warrants represented by a Warrant Certificate, the Holder hereof may thereof must: (i) at the Corporate Agency Office (x) surrender to the Warrant Agent the Warrant Certificate evidencing such Warrants and (y) deliver to the Warrant Agent a written notice of the Holder’s election to exercise this Warrantthe number of the Warrants specified therein, duly executed by such Holder, which notice shall be in the form of the notice on the reverse of, or attached to, such Warrant Certificate; and (ii) either (x) pay to the Warrant Agent an amount, equal to the aggregate of the Exercise Price in respect of each share of Common Stock into which such Warrants are proposed to be exercised, in whole any combination of the following elected by such Holder: (A) certified bank check or official bank check in part, by delivery New York Clearing House funds payable to the order of the Company and delivered to the Warrant Agent at the Corporate Agency Office; or (B) wire transfer in immediately available funds, to the account (National City Bank — Account No. 0988246827; ABA No. 000000000; Account Name: Aventine Renewable Energy, Inc.) of the Company at the Warrant Agent or such other office account designated by the Company for such purpose in a notice to the Warrant Agent and such Holder in accordance with Section 10.1(b) or agency (y) if (but only if) a Cash Transaction Effective Time has occurred, in lieu of payment of the Issuer Exercise Price as it may designate provided in clause (ii)(x) hereof, elect a cashless exercise (such exercise in accordance with this Section 3.2(c)(ii), a “Cashless Exercise”) of such Warrant by written designation to such effect specified on the exercise notice referred to in writing to clause (i) hereof (this subsection (ii) together with subsection (i) of this Section 3.2(c) collectively, the “Exercise Requirements”). If the Holder at the address duly elects a Cashless Exercise of any Warrant pursuant to clause (ii)(y) of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Companyprevious sentence, the Company shall have received payment of an amount of consideration therefor equal pay to the Warrant Price in effect on the date Holder upon exercise of such exercise multiplied by Warrants a cash amount computed using the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election following formula: X = Y x (iA-B) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.where:

Method of Exercise. The Holder hereof may In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, in whole or in partthe Warrantholder thereof must (i) at the Corporate Agency Office (x) if the Warrants are represented by physical certificates, by delivery surrender to the Company Warrant Agent the Warrant Certificate evidencing such Warrants, and (or such other office or agency y) deliver to the Warrant Agent a written notice (including the certification required therein) of the Issuer as it may designate Warrantholder’s election to exercise the number of Warrants specified therein, duly executed by such Warrantholder, which notice shall be substantially in writing to the Holder at the address form of the Holder appearing on notice attached hereto as Exhibit B (the books of “Exercise Notice”) (provided, that the Issuers) of Warrant Agent hereby covenants to deliver a duly executed facsimile copy of the such Exercise Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company), (ii) pay to the Company shall have received payment of Warrant Agent an amount of consideration therefor amount, equal to the Warrant product of (A) the Exercise Price in effect on times (B) the date of such exercise multiplied by the total number of shares of Warrant Stock with respect to Common Units into which this Warrant is then such Warrants are being exercised, payable at in any combination of the following elected by such Holder’s election Warrantholder: (i1) by certified bank check or official bank check or by wire transfer in New York Clearing House funds payable to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale order of the Warrant Stock Agent and the Common Stock underlying the preferred stock issued pursuant delivered to the Purchase Agreement is not then Warrant Agent at the Corporate Agency Office (provided, that the Warrant Agent hereby covenants to deposit any such check received into an account specified in effect as required under writing by the Registration Rights Agreement (as defined belowCompany), or (2) wire transfer in immediately available funds to an account specified in writing by the Company to the Warrant Agent and such Warrantholder in accordance with Section 12.1(b); and (iii) by a combination of at the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein Corporate Agency Office, deliver to the contrary, the Holder shall not be required to physically surrender this Warrant Agent a duly executed joinder to the Company until the Holder has purchased all of LLC Agreement in accordance with Section 10.1 (provided, that the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable Agent hereby covenants to the Issuer undertaking with respect to deliver such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered joinder to the Company). Partial exercises Upon receipt of the Exercise Notice from the exercising Warrantholder, the Warrant Agent shall promptly send the Company a copy of such Exercise Notice, and upon the Company’s reasonably prompt confirmation to the Warrant Agent that the exercise of Warrants pursuant to such Exercise Notice would not violate the terms of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancyAgreement, the records of Warrant Agent shall process the Company shall be controlling and determinative exercise in the absence of manifest erroraccordance with this Agreement.

Method of Exercise. The Holder hereof may To exercise this Warrant, the Option in whole or in part, by delivery to the Company Optionee must deliver written notice of such exercise (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise FormExercise”); and, within three (3) Trading Days to the President or Secretary of the date said Notice of Exercise Form is delivered to Bank. Such written notice shall be substantially in the Company, the Company form attached hereto as Exhibit A and shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by specify the number of shares of Warrant Option Stock with respect to which be purchased. A Notice of Exercise shall not be effective (and the Bank shall have no obligation to sell any Option Stock to the Optionee pursuant to such notice) unless it satisfies the terms and conditions contained in the Plan and this Warrant Agreement and actually is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated received by the Issuer, Bank prior to the Expiration Date (iidefined below) by “cashless exercise” in accordance with or any earlier termination of the provisions of subsection (c) Option. Notwithstanding any provision of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall Optionee may not be required exercise the Option to physically surrender this Warrant purchase less than One Hundred (100) shares, unless the Board otherwise approves or unless the partial exercise is for all remaining shares of Option Stock available under the Option. Following receipt from the Optionee of a valid and effective Notice of Exercise and full payment of the Exercise Price relating to the Company until number of shares of Option Stock being purchased, a stock certificate representing that number of shares shall be issued and delivered by the Holder has Bank to the Optionee as soon as practicable; provided however that, the Bank shall have the right and discretion to hold any shares purchased all upon exercise of the Warrant Shares available hereunder and Option in escrow for a period ending on the Warrant has been exercised in fulllater of (i) two years from the Date of Grant of the Option, in which caseor (ii) one year after issuance of the stock upon exercise of the Option, for the sole purpose of informing the Bank of a disqualifying disposition within the meaning of Section 422 of the Internal Revenue Code of 1986. During any such escrow period, the Holder Optionee shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking have all rights of a shareholder with respect to such Warrant in the case of its lossOption Stock purchased, theft or destruction, including but not limited to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered right to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal vote, receive dividends on, and to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of sell such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorstock.

Method of Exercise. The Holder hereof Provided this Option has not expired, been terminated or cancelled in accordance with the terms of the Plan, that percentage of the Option that is exercisable in accordance with Section 3 above may exercise this Warrantbe exercised, in whole or in partpart and from time to time, by delivery of a written notice to the Company (or such other office or agency its designee setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares as instructed by the Board or, subject to the approval of the Issuer as it may designate Board pursuant to procedures approved by the Board, (a) through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice in writing of exercise and irrevocable instructions to deliver promptly to the Holder at Company the address amount of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); andsale or loan proceeds sufficient to pay for such Shares, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise, (b) through simultaneous sale through a broker of Shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board, (c) by transfer to the Company shall of the number of Shares then owned by the Grantee, the Fair Market Value of which equals the purchase price of the Shares purchased in connection with the Option exercise, properly endorsed for transfer to the Company; provided however, that Shares used for this purpose must have received been held by the Grantee for such minimum period of time as may be established from time to time by the Board; and provided further that the Fair Market Value of any Shares delivered in payment of an amount the purchase price upon exercise of consideration therefor equal the Options will be the Fair Market Value as of the exercise date, which will be the date of delivery of the certificates for the Stock used as payment of the exercise price. For purposes of this Section 4(c), in lieu of actually transferring to the Warrant Company the number of Shares then owned by the Grantee, the Board may, in its discretion permit the Grantee to submit to the Company a statement affirming ownership by the Grantee of such number of Shares and request that such Shares, although not actually transferred, be deemed to have been transferred by the Grantee as payment of the exercise price, or (d) by a “net exercise” arrangement pursuant to which the Company will not require a payment of the Option Price in effect but will reduce the number of Shares upon the exercise by the largest number of whole shares that has a Fair Market Value on the date of such exercise multiplied by that does not exceed the number of shares of Warrant Stock with aggregate Option Price. With respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale any remaining balance of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contraryaggregate option price, the Holder shall not be required to physically surrender this Warrant to Company will accept a cash payment from the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorGrantee.

Method of Exercise. The (a) In connection with the exercise of the Warrant, (i) the Registered Holder hereof shall surrender such Warrant (or portion thereof) to the Company for the number of Warrant Exercise Shares being exercised, up to the aggregate number of Warrant Exercise Shares for which the Warrant is exercisable and (ii) the Exercise Price shall be paid, at the option of the Holder, in United States dollars by personal, certified or official bank check payable to the Company, or by wire transfer to an account specified in writing by the Company to such Holder, in either case in immediately available funds in an amount equal to the aggregate Exercise Price for such Warrant Exercise Shares as specified in the Exercise Form. (b) Upon exercise of the Warrant, the Company shall as promptly as practicable calculate and transmit the number of shares of Common Stock issuable in connection with any exercise. (c) Subject to the terms and conditions of this A&R Warrant Agreement, the Holder of the Warrant may exercise this Warrantexercise, in whole or in part, by delivery such Holder’s right to purchase the Company (or such other office or agency Warrant Exercise Shares issuable upon exercise of the Issuer as it may designate Warrant by notice in writing properly completing and duly executing the exercise form for the election to exercise the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto Warrant (an “Notice of Exercise Form”); and, within three ) substantially in the form of Exhibit B. (3d) Trading Days Any exercise of the Warrant pursuant to the terms of this A&R Warrant Agreement shall be irrevocable as of the date said Notice of delivery of the Exercise Form is delivered to and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with the terms of this A&R Warrant Agreement. (e) Upon receipt of the Warrant certificate with the properly completed and duly executed Exercise Form pursuant to Section 3.3(c), the Company shall promptly: (i) examine the Exercise Form and all other documents delivered to it by or on behalf of the Holder as contemplated hereunder to ascertain whether or not, on their face, such Exercise Form and any such other documents have received payment been executed and completed in accordance with their terms and the terms hereof; (ii) if an Exercise Form or other document appears, on its face, to have been improperly completed or executed or some other irregularity in connection with the exercise of an amount of consideration therefor equal to the Warrant Price in effect exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) resolve any reconciliation problems between the information provided on any Exercise Form received and the information on the date Warrant Register; and (iv) liaise with the transfer agent for the Common Stock for the issuance and registration of such exercise multiplied by the number of shares of Common Stock issuable upon exercise of the Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions Exercise Form. The Company reserves the right reasonably to reject any Exercise Form that it determines is not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of subsection (c) the Company, be unlawful. Moreover, the Company reserves the absolute right to waive any of this Section 2, but only when a registration statement under the Securities Act providing for the resale conditions to any particular exercise of the Warrant Stock and or any defects in the Common Stock underlying the preferred stock issued pursuant Exercise Form(s) with regard to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination any particular exercise of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.

Method of Exercise. The Holder hereof may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. Notwithstanding any contrary provision herein, if this Warrant was originally executed and/or delivered electronically, in no event shall Holder be required to surrender or deliver an ink-signed paper copy of this Warrant in connection with its exercise hereof or of any rights hereunder, nor shall Holder be required to surrender or deliver a paper or other physical copy of this Warrant in connection with any exercise hereof. The Company shall cause the shares underlying the Warrant (the “Warrant Shares”) purchased hereunder to be transmitted by the Transfer Agent to the Holder by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto and (“ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise Form(such date, the “Warrant Share Delivery Date”); and, within three (3) Trading Days . Upon delivery of the date said Notice of Exercise Form is delivered to the CompanyExercise, the Company Holder shall be deemed for all corporate purposes to have received payment become the holder of an amount record of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock Shares with respect to which this Warrant is then being has been exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by irrespective of the Issuer, (ii) by “cashless exercise” in accordance with the provisions date of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale delivery of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below)Shares, or (iii) by a combination provided that payment of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant aggregate Exercise Price (other than in the case of its loss, theft or destruction, to a cashless exercise) is received within the Company for cancellation within three earlier of (3i) two (2) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares purchased and pursuant to this section by the date of Warrant Share Delivery Date, then the Holder will have the right to rescind such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorexercise.

Method of Exercise. The Holder hereof Exercise of the purchase rights represented by this Warrant may exercise this Warrantbe made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Issuer Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the IssuersCompany) of a duly executed facsimile copy of the Notice of Exercise Form form annexed hereto (the “Notice of Exercise FormExercise”); and, within . Within three (3) Trading Days of trading days after the date said of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by or cashier’s check drawn on a United States bank unless the Issuer, (iicashless exercise procedure specified in Section 2(c) by “cashless exercise” below is available and specified in accordance with the provisions applicable Notice of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this WarrantExercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days trading days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases; provided that the records of the Company, absent manifest error, will be conclusive with respect to the number of Warrant Shares purchasable from time to time hereunder. The Company shall deliver any objection to any Notice of Exercise Form within one two (12) Business Day of business days after receipt of such notice. In The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the event provisions of any dispute or discrepancythis paragraph, following the purchase of a portion of the Warrant Shares hereunder, the records number of Warrant Shares available for purchase hereunder at any given time may be less than the Company shall be controlling amount stated on the face hereof. 1 Date that is 366 days following the Qualification Date. 2 Date that is three and determinative in one half (3.5) years following the absence of manifest errorQualification Date.

Method of Exercise. The Holder Payment: Issuance of New Warrant. Subject to Section 1 hereof the purchase right represented by this Warrant may exercise this Warrant, be exercised by the holder hereof in whole or in partpart and from time to time, by delivery to at the election of the holder hereof, (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A duly completed and executed) at the principal office of the Company (or such other office or agency of and by the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered payment to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check check, or by wire transfer to an account designated by the Issuer, Company (ii) by “cashless exercise” in accordance with the provisions of subsection (ca "Wire Transfer") of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the then applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing 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-I 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 purchased then being purchased, or (c) exercise of the right provided for in Section 10.3 hereof. The person or persons in whose name(s) any certificate(s) representing shares of Series Preferred shall be issuable upon exercise of this Warrant 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 of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such noticeor dates upon which this Warrant is exercised. In the event of any dispute or discrepancy, the records exercise of the Company rights represented by this Warrant, certificates for the shares of stock so purchased shall be controlling delivered to the holder hereof as soon as possible and determinative in any event within thirty (30) days alter such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the absence portion of manifest errorthe 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 possible and in any event within such thirty-day period.

Method of Exercise. (a) The Holder hereof may exercise this Warrant, in whole or in part, portion of the Company Option as to which the Employee is vested shall be exercisable by delivery to the Company (or such other office or agency of a written notice in a form approved by the Committee, which notice shall state the number of Shares to be purchased pursuant to this Agreement and shall be accompanied by payment in full of the Issuer as it may designate by notice in writing exercise price of the Shares to be purchased. Anything to the Holder at contrary herein notwithstanding, the address Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the provision of any law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Shares may be issued without resulting in such violations of law. (b) The exercise price of a Company Option shall be paid: (i) in cash or by certified check or bank draft payable to the order of the Holder appearing Company; (ii) if permitted by the Committee, by reducing the number of Shares otherwise deliverable pursuant to the Company Option by the number of such Shares having a Fair Market Value on the books date of exercise equal to the exercise price of the IssuersShares to be purchased; (iii) if permitted by the Committee, by exchange of a duly executed facsimile copy unrestricted Shares of the Notice Company already owned by the Employee and having an aggregate Fair Market Value equal to the aggregate exercise price, provided that the Employee represents and warrants to the Company that the Employee has held such Shares free and clear of Exercise Form annexed hereto liens and encumbrances; (“Notice of Exercise Form”); andiv) if permitted by the Committee, within three (3) Trading Days of the date said Notice of Exercise Form is delivered by delivering, along with a properly executed exercise notice to the Company, a copy of irrevocable instructions to a broker to deliver promptly to the Company shall have received payment of an the aggregate exercise price and, if requested by the Employee, the amount of consideration therefor equal any applicable U.S. federal, state, local or non-U.S. withholding taxes required to be withheld by the Warrant Price in effect on the date of Company, provided, however, that such exercise multiplied may be implemented solely under a program or arrangement established and approved by the number of shares of Warrant Stock Company with respect to which this Warrant is then being exercised, payable at such Holder’s election a brokerage firm selected by the Company; or (iv) by certified or official bank check or by wire transfer to an account designated any other procedure approved by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below)Committee, or (iii) by a combination of the foregoing methods of payment selected (to the extent permitted by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorCommittee).

Method of Exercise. The Holder hereof This Warrant may exercise this Warrant, be exercised in whole or in partpart at any time and from time to time during the Exercise Period, by delivery to the Company (STVI or such other office or agency any permitted subsequent holder of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such under Section 9 hereof (the “Warrant Holder’s election ”) by (i) surrender of this Warrant, with the form of exercise notice attached hereto as Exhibit A duly executed by certified such Warrant Holder (the “Exercise Notice”) indicating whether the Warrant Holder desires to effect settlement through Physical Delivery, Net Share Settlement, Net Cash Settlement (in each case as defined in Section 2(b) below) or official bank check a combination thereof, to Weatherford at its principal office or by wire transfer to an account designated by the Issuer, (ii) telecopying to Weatherford at the number provided below an executed and completed Exercise Notice to Weatherford; provided, however, this Warrant may not be exercised under any circumstances for less than 331/3% of the Total Number of Shares; provided, further, that if the remaining unexercised balance of the Warrant is less than 331/3% of the Total Number of Shares, the Warrant may be exercised for the entire amount of such remaining unexercised balance. Each date on which an Exercise Notice is received by “cashless exercise” Weatherford in accordance with clause (i) and each date on which the provisions of subsection Exercise Notice is telecopied to Weatherford in accordance with clause (cii) of this Section 2, but only when a registration statement under above shall be deemed an “Exercise Date”. In the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which either case, the Warrant Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant and in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancyPhysical Delivery make payment of the full amount of the Purchase Price due to Weatherford, before Weatherford shall be obligated to deliver to the Warrant Holder of the Common Shares issuable upon such exercise or, in the event of Net Cash Settlement, the records of the Company shall be controlling and determinative in the absence of manifest errorpayment relating thereto.

Method of Exercise. The In order for a Holder hereof may to exercise this Warrant, in whole all or in part, by delivery to the Company (or such other office or agency any of the Issuer as it may designate Warrants represented by notice in writing to a Warrant Certificate, the Holder at thereof must (i) (x) in the address of the Holder appearing on the books of the Issuers) case of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); andGlobal Warrant Certificate, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal deliver to the Warrant Price in effect on the date Agent a Notice of such exercise multiplied by Exercise, setting forth the number of shares of Warrant Stock Warrants being exercised and, if applicable, whether cashless exercise is being elected with respect to which this Warrant is then being exercisedthereto, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated and otherwise properly completed and duly executed by the Issuer, (ii) Holder thereof and deliver such Warrants by “cashless exercise” book-entry transfer through the facilities of the Depository to the Warrant Agent in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under Applicable Procedures and otherwise comply with the Securities Act providing for the resale Applicable Procedures in respect of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), exercise of such Warrants or (iiiy) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its lossa Definitive Warrant Certificate, theft or destructionat the office of the Warrant Agent, (I) deliver to the Company for cancellation within three (3) Trading Days of the date the final Warrant Agent a Notice of Exercise Form Exercise, setting forth the number of Warrants being exercised and, if applicable, whether cashless exercise is delivered being elected with respect thereto, and otherwise properly completed and duly executed by the Holder thereof as well as any such other necessary information the Warrant Agent may reasonably require, and (II) surrender to the Company. Partial exercises Warrant Agent the Definitive Warrant Certificate evidencing such Warrants; and (ii) pay to the Warrant Agent an amount equal to (x) all taxes required to be paid by the Holder, if any, pursuant to this Agreement prior to, or concurrently with, exercise of this Warrant resulting such Warrants and (y) except in purchases the case of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in cashless exercise, an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing Exercise Price multiplied by the number of Warrant Shares purchased as to which the Warrants are being exercised (the “Aggregate Exercise Price”) in United States dollars, in case of (x) and (y), by wire transfer in immediately available funds, to the date account of the Company at the Warrant Agent or such purchasesother account of the Company at such banking institution as the Company shall have given notice to the Warrant Agent and such Holder in accordance with this Agreement. The Company shall deliver reserves the right to waive any objection of the conditions to any Notice particular exercise of Warrants or any defects in the Notice(s) of Exercise Form within one (1) Business Day with respect to any particular exercise of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorWarrants.

Method of Exercise. The While this Warrant remains outstanding and exercisable ------------------ in accordance with Section 3 above, the Holder hereof may exercise this Warrantexercise, in whole or in part, by delivery the purchase rights evidenced hereby. Such exercise shall be effected by: (a) the surrender of the Warrant, together with a duly executed copy of the form of Notice of Exercise attached hereto, on or prior to the Expiration Date, to the Secretary of the Company at its principal offices; and (b) the payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing an amount equal to the Holder at aggregate Exercise Price for the address number of Shares being purchased immediately following the Holder appearing on the books later of the Issuers(i) of a duly executed facsimile copy delivery of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions termination or expiration of subsection (c) of this Section 2, but only when a registration statement any waiting period under the Securities HSR Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination if applicable. If the Warrant shall be exercised for less than the total number of shares of Common Stock then issuable upon exercise, promptly after surrender of the foregoing methods Warrant upon such exercise (but no later than twenty (20) days after such surrender), the Company will execute and deliver a new Warrant, dated the date hereof, evidencing the right of payment selected by the Holder to the balance of this Warrantthe Common Stock purchasable hereunder upon the same terms and conditions set forth herein. Notwithstanding anything herein to the contrarycontrary contained herein, the Holder may elect to receive a net issuance of Common Stock pursuant to Section 5 when converting this Warrant in part. Notwithstanding anything to the contrary contained herein, following NBC's delivery of the Notice of Exercise to the Company on or prior to the Expiration Date, NBC and the Company party shall not use their reasonable commercial efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the delivery of the Common Stock, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings, including, without limitation and to the extent applicable, an appropriate filing of a Notification and Report Form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to the transactions contemplated hereby, and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Warrant; provided that neither NBC, the Company nor any of their Affiliates shall be required to physically surrender this Warrant make any disposition, including, without limitation, any disposition of, or any agreement to hold separate, any subsidiary, asset or business, and neither NBC, the Company until nor any of their Affiliates shall be required to make any payment of money (other than the Holder has purchased all payment of filing fees and legal expenses) nor shall any party or its Affiliates be required to comply with any condition or undertaking or take any action which, individually or in the Warrant Shares available hereunder and the Warrant has been exercised in fullaggregate, in which casewould, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its lossNBC, theft or destruction, materially and adversely affect the economic benefits to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises NBC of this Warrant resulting or in purchases of a portion the case of the total number of Warrant Shares available hereunder shall have Company, materially and adversely affect the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records business of the Company shall be controlling and determinative in the absence of manifest errorCompany.

Method of Exercise. The Holder hereof may exercise Subject to the limitations in this Warrant, exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Issuer Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the IssuersCompany) of a duly executed facsimile copy of the Notice of Exercise Form form annexed hereto (the “Notice of Exercise FormExercise”); and, within . Within three (3) Trading Days of trading days after the date said of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by or cashier’s check drawn on a United States bank unless the Issuer, (iicashless exercise procedure specified in Section 2(c) by “cashless exercise” below is available and specified in accordance with the provisions applicable Notice of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this WarrantExercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days trading days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases; provided that the records of the Company, absent manifest error, will be conclusive with respect to the number of Warrant Shares purchasable from time to time hereunder. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of business day after receipt of such notice. In The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the event provisions of any dispute or discrepancythis paragraph, following the purchase of a portion of the Warrant Shares hereunder, the records number of Warrant Shares available for purchase hereunder at any given time may be less than the Company shall be controlling and determinative in amount stated on the absence of manifest errorface hereof.

Method of Exercise. In the event that Trenwick desires to exercise the Securities Issuance Option with respect to a Qualifying Catastrophic Event, Trenwick shall provide written notice to Option Writer during the Exercise Term of its intent to exercise the Securities Issuance Option (a "Notice of Exercise"). The Holder hereof may exercise this Warrant, in whole or in part, by delivery Notice of Exercise shall specify (a) the aggregate Preferred Share Purchase Price for the Preferred Shares to be issued pursuant to the Company (or such other office or agency exercise of the Issuer as it may designate by notice in writing Securities Issuance Option and the proposed Exercise Date, and (b) with respect to the Holder at applicable Qualifying Catastrophic Event, the address amount of the Holder appearing on Ultimate Loss relating to such Qualifying Catastrophic Event, including the books amount of (i) paid losses, (ii) losses reported but not yet then paid, and (iii) losses incurred but not yet then reported, including assumptions underlying the calculation of item (iii). Following delivery of a Notice of Exercise in accordance with Section 10.2, Option Writer shall have until the end of the Issuersthirty (30) of a duly executed facsimile copy day period following delivery of the Notice of Exercise Form annexed hereto to investigate whether the conditions to exercise of the Securities Issuance Option set forth in Section 5.2 have been satisfied and shall, by the end of such thirty (“30) day period, if Option Writer determines that such conditions have not been satisfied, issue a Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement Objection (as defined below); provided, however, that if the Exercise Date is extended for more than an additional thirty (30) days (beyond the initial thirty (30) day notice period) as described in the definition of Exercise Date in Article 1 above, Option Writer shall have a period of ten (10) business days to update its investigation, which ten (10) business day period shall commence on the date which is the later of (a) the date that Trenwick certifies to Option Writer that all conditions to exercise of the Securities Issuance Option set forth in Section 5.2 have been satisfied, or (iiib) by a combination the thirtieth (30th) day preceding the actual Exercise Date. In connection with such investigation, Trenwick shall provide or procure for Option Writer, or its designated agent, reasonable access to loss records of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein applicable Company Subsidiaries relating to the contraryQualifying Catastrophic Event in question (including, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all without limitation, policy files, claim files, and loss and loss reserve files or information), during normal business hours of the Warrant Shares available hereunder and the Warrant has been exercised in fullapplicable Company Subsidiaries, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable order to the Issuer undertaking with respect allow Option Writer to undertake such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such noticeinvestigation. In the event that Option Writer determines that the conditions for exercise of any Securities Issuance Option have not been met, Option Writer shall deliver a written notice of objection to exercise of the Securities Issuance Option (the "Notice of Objection") to Trenwick within such thirty (30) day period or the ten (10) business day update period described above, as applicable. Such Notice of Objection shall specify in reasonable detail the reason(s) for Option Writer's objection to the exercise of the Securities Issuance Option. If, within twenty (20) days following delivery of the Notice of Objection to Trenwick, Trenwick and Option Writer cannot reach an agreement regarding the exercise of the Securities Issuance Option, their dispute shall be submitted to dispute resolution in accordance with Article 8 below. With respect to Option Writer, in the event that Option Writer has not issued a Notice of Objection in accordance with this Section 2.3, Option Writer shall deliver, on the Exercise Date (or discrepancythe next following Business Day if the Exercise Date is not a Business Day), by wire transfer of immediately available funds, in U.S. dollars, the records aggregate Preferred Share Purchase Price specified in the Notice of Exercise, against the delivery by Trenwick of the Company shall be controlling and determinative in the absence corresponding number of manifest errorPreferred Shares.

Method of Exercise. The Holder hereof (a) (a) Subject to the terms and conditions hereof, this Warrant may exercise this Warrantbe exercised by Holder, in whole or in part, at any time on any Business Day (as hereinafter defined) on or after the opening of business on the Warrant Issue Date hereof and prior to 11:59 P.M. New York Time on the Expiration Date by (i) delivery of a written notice, in the form of the subscription form attached as Exhibit A hereto (the “Exercise Notice”), of Holder’s election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, (ii) (A) payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Exercise Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect Shares as to which this Warrant is then being exercised, payable at such Holder’s election exercised (ithe “Aggregate Exercise Price”) by certified or official bank check or by wire transfer to an account designated of immediately available funds (or by check if the Issuer, Company has not provided Holder with wire transfer instructions for such payment) or (iiB) by “cashless exercise” in accordance with notifying the provisions of subsection (c) of Company that this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued is being exercised pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement a Cashless Exercise (as defined belowhereinafter defined), or and (iii) by a combination of the foregoing methods of payment selected by the unless Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender has previously delivered this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the it or a new replacement Warrant has not yet been exercised in full, in which casedelivered to Holder, the Holder shall surrender to a common carrier for overnight delivery to the Company as soon as practicable following such date, this Warrant, Warrant (or an indemnification reasonably acceptable to the Issuer undertaking with respect to such this Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice). In the event of any dispute or discrepancyexercise of the rights represented by this Warrant in compliance with this Section 4(a), the records Company shall on the second (2nd) Business Day (the “Warrant Share Delivery Date”) following the date of its receipt of the Exercise Notice, the Aggregate Exercise Price (or notice of Cashless Exercise) and (unless Holder has previously delivered this Warrant to the Company and it or a new replacement Warrant has not yet been delivered to Holder) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) (the “Exercise Delivery Documents”), (A) provided that the transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that Holder is eligible to receive shares through DTC, credit such aggregate number of shares of Common Stock to which Holder shall be entitled to Holder’s or its designee’s balance account with DTC or (B) issue and deliver to the address specified in the Exercise Notice, a certificate, registered in the name of Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. Upon (x) delivery of the Exercise Notice and (y) the Aggregate Exercise Price referred to in clause (ii)(A) above or notification to the Company of a Cashless Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of this Warrant as required by clause (iii) above or the certificates evidencing such Shares. (b) While this Warrant remains outstanding and exercisable, Holder may elect to receive shares equal to the value of this Warrant (or any portion thereof remaining unexercised) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to Holder a number of shares of Common Stock computed using the following formula (a “Cashless Exercise”): Where X = the number of shares of Common Stock to be controlling issued to Holder. Y = the number of shares of Common Stock being exercised under this Warrant (on the trading day immediately preceding the date of such calculation). A = the Weighted Average Price (as hereinafter defined) of one share of the Company’s Common Stock (on the trading day immediately preceding the date of such calculation). B = Exercise Price (as adjusted to the date of such calculation). (c) The following words and determinative terms as used in this Warrant shall have the absence of manifest error.following meanings:

Method of Exercise. The 3.1 While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder hereof may exercise this Warrantexercise, in whole or in part, by delivery to the Company purchase rights evidenced hereby. Such exercise shall be effected by: (or such other office or agency a) the surrender of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of Warrant, together with a duly executed facsimile copy of the Notice of Exercise Form annexed hereto attached hereto, to the Secretary of the Company at its principal office (“Notice of Exercise Form”or at such other place as the Company shall notify the Holder in writing); and, within three (3b) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing aggregate Exercise Price for the number of Shares being purchased. 3.2 Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3.1 above. 3.3 As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within twenty (20) days thereafter (such date, the “Share Delivery Date”), the Company at its expense will cause the Shares purchased hereunder to be transmitted by (x) the Company’s transfer agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Shares to or resale of the Shares by the Holder or (B) the Shares are eligible for resale by the Holder pursuant to Rule 144 or Regulation S promulgated under the Securities Act, and (y) otherwise by book entry transfer registered in the Company’s share register in the name of the Holder or its designee (or at the request of the Holder, by physical delivery of a certificate, registered in the name of the Holder or its designee), for the number of Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise. The 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 date the Warrant has been exercised, with payment to the Company of the Exercise Price, prior to the issuance of such purchases. The Shares, having been paid. 3.4 In case such exercise is in part only, the Company shall deliver any objection shall, at the request of the Holder, issue a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares equal to any Notice of Exercise Form within one (1) Business Day of receipt the number of such notice. In Shares described in this Warrant minus the event number of any dispute or discrepancy, such Shares purchased by the records of the Company shall be controlling and determinative Holder upon all exercises made in the absence of manifest erroraccordance with Section 3.1 above.

Method of Exercise. The Holder hereof Payment: Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may exercise this Warrantbe exercised by the holder hereof, in whole or in partpart and from time to time, at the election of the holder hereof, by delivery to (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A duly completed and executed) at the principal office of the Company (or such other office or agency of and by the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered payment to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check check, or by wire transfer to an account designated by the Issuer, Company (ii) by “cashless exercise” in accordance with the provisions of subsection (ca "Wire Transfer") of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the then applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing 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-1 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for 2 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 right provided for in 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 represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such noticeor dates upon which this Warrant is exercised. In the event of any dispute or discrepancy, the records exercise of the Company rights represented by this Warrant, certificates for the shares of stock so purchased shall be controlling delivered to the holder hereof as soon as possible and determinative 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 absence portion of manifest errorthe 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 possible and in any event within such thirty-day period.

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below)effect, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.

Method of Exercise. The Holder hereof may Notwithstanding anything to the contrary in the Award Agreement, due to regulatory requirements in Italy, the Employee must exercise this Warrantoption using the cashless exercise method. To complete a full cashless exercise, in whole or in part, by delivery the Employee should notify a licensed securities broker acceptable to the Company Corporation to: (or such other office or agency i) sell all of the Issuer as it may designate by notice shares upon exercise; (ii) use the proceeds to pay the option price, brokerage fees and any applicable Tax-Related Items; and (iii) remit the balance in writing cash to the Holder at Employee. If the address Employee does not complete this procedure, the Corporation may refuse to allow the Employee to exercise this option. The Corporation reserves the right to provide the Employee with additional methods of exercise depending on local developments. This provision replaces in its entirety the Holder appearing on data privacy in the books Award Agreement: In accepting the grant of this option, the Issuers) of Employee acknowledges that he or she has received a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); andPlan and the Award Agreement and has reviewed the Plan and the Award Agreement, within three (3) Trading Days including this Appendix A, in their entirety and fully understands and accepts all provisions of the date said Plan and the Award Agreement, including this Appendix A. The Employee acknowledges that he or she has read and specifically and expressly approves the following sections of the Award Agreement: Section 2(d) on Payment of Withholding Taxes; Section 5 on No Right of Continued Employment; Section 9 on Delaware Law to Govern; the section on Acknowledgment of Conditions; and the Data Privacy Notice and Consent section included in this Appendix A. In accepting the grant of Exercise Form is delivered to the Companythis option, the Company shall have received payment Employee expressly recognizes that Xxxxxxxx-Xxxxx Corporation, with registered offices at 000 Xxxxxx Xxxxx, Irving, Texas 75038, United States of an amount America, is solely responsible for the administration of consideration therefor equal to the Warrant Price Plan and that the Employee’s participation in effect on the date of such exercise multiplied by the number Plan and acquisition of shares of Warrant Stock common stock do not constitute an employment relationship between the Employee and the Corporation since the Employee is participating in the Plan on a wholly commercial basis and his or her sole Employer is Xxxxxxxx-Xxxxx de Mexico, S.A. de C.V. Based on the foregoing, the Employee expressly recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between the Employee and the Employer, Xxxxxxxx-Xxxxx de Mexico, S.A. de C.V. and do not form part of the employment conditions and/or benefits provided by Xxxxxxxx-Xxxxx de Mexico, S.A. de C.V., and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Employee’s employment. The Employee further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of the Corporation; therefore, Xxxxxxxx-Xxxxx Corporation reserves the absolute right to amend and/or discontinue the Employee’s participation at any time without any liability to the Employee. Finally, the Employee hereby declares that he or she does not reserve to him- or herself any action or right to bring any claim against Xxxxxxxx-Xxxxx Corporation for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Employee therefore grants a full and broad release to the Corporation, its Affiliates, branches, representation offices, its shareholders, officers, agents, or legal representatives with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorclaim that may arise.

Method of Exercise. The While this Warrant remains outstanding and exercisable in accordance with Section 3, the Holder hereof may exercise this Warrantexercise, in whole or in part, by delivery the purchase rights evidenced hereby. Such exercise shall be effected by: (a) the surrender of the Warrant, together with a duly executed copy of the form of Notice of Exercise attached hereto, to the Secretary of the Company (at its principal offices set forth on the signature page hereof or such other office or agency of the Issuer address as it may designate by notice provided for in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”Section 17); and, within three (3b) Trading Days the payment in the form of a certified or bank cashier's check payable to the order of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of in an amount of consideration therefor equal to the Warrant Exercise Price in effect on the date of such exercise multiplied by the number of shares of Warrant Common Stock with respect to for which this Warrant is then being exercised; provided, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated however, if the Registration Statement has not been declared effective by the IssuerSEC by the first anniversary hereof, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect until such time as required under the Registration Rights Agreement Statement has been declared effective by the SEC (or following such time as defined belowthe Registration Statement has become effective, during any period in which the Registration Statement ceases to be effective or during the term of any Blackout Period), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder Warrants shall have the effect of lowering right at any such time to exercise the outstanding Warrants in full or in part by surrendering the Warrants in exchange for the number of Warrant Shares purchasable hereunder in an amount shares of Common Stock issuable upon exercise of the Warrants equal to the applicable number product of Warrant Shares purchased. The Holder and the Company shall maintain records showing (x) the number of Warrant Shares purchased and shares of Common Stock issuable upon exercise of the Warrants as to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Market Price on the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records exercise of the Company shall be controlling shares of Common Stock issuable upon exercise of the Warrants less the Exercise Price and determinative in the absence denominator of manifest errorwhich is such Market Price (a "CASHLESS EXERCISE").

Method of Exercise. (a) The Holder hereof may exercise this Warrant, in whole or in part, portion of the Rollover Option as to which the Employee is vested shall be exercisable by delivery to the Company (or such other office or agency of a written notice stating the number of Class A Shares to be purchased pursuant to this Agreement and accompanied by payment in full of the Issuer as it may designate by notice in writing exercise price of the Class A Shares to be purchased. Anything to the Holder at contrary herein notwithstanding, the address Company shall not be obligated to issue any Class A Shares hereunder if the issuance of such Class A Shares would violate the provision of any law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Class A Shares may be issued without resulting in such violations of law. (b) The exercise price of the Holder appearing Rollover Option shall be paid: (i) in cash or by certified check or bank draft payable to the order of the Company; (ii) if permitted by the Committee, by reducing the number of Class A Shares otherwise deliverable pursuant to the Rollover Option by the number of such Class A Shares having a Fair Market Value on the books date of exercise equal to the exercise price of the IssuersClass A Shares to be purchased; (iii) if permitted by the Committee, by exchange of a duly executed facsimile copy unrestricted Class A Shares of the Notice Company already owned by the Employee and having an aggregate Fair Market Value equal to the aggregate exercise price, provided that the Employee represents and warrants to the Company that the Employee has held such Class A Shares free and clear of Exercise Form annexed hereto liens and encumbrances; (“Notice of Exercise Form”); andiv) if permitted by the Committee, within three (3) Trading Days of the date said Notice of Exercise Form is delivered by delivering, along with a properly executed exercise notice to the Company, a copy of irrevocable instructions to a broker to deliver promptly to the Company shall have received payment of an the aggregate exercise price and, if requested by the Employee, the amount of consideration therefor equal any applicable federal, state, local or foreign withholding taxes required to be withheld by the Warrant Price in effect on the date of Company, provided, however, that such exercise multiplied may be implemented solely under a program or arrangement established and approved by the number of shares of Warrant Stock Company with respect to which this Warrant is then being exercised, payable at such Holder’s election a brokerage firm selected by the Company; or (iv) by certified or official bank check or by wire transfer to an account designated any other procedure approved by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below)Committee, or (iii) by a combination of the foregoing methods of payment selected (to the extent permitted by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorCommittee).

Method of Exercise. The Holder hereof (a) This Warrant may exercise this Warrant, be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise") in the form attached hereto as Exhibit I via facsimile to --------- the Company. Promptly thereafter the Holder shall surrender this Warrant to the Company (or such other office or agency at its principal office, accompanied by payment of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Purchase Price in effect on the date of such exercise multiplied by the number of shares of Warrant Common Stock with respect to for which this Warrant is then being exercised, payable at such Holder’s election exercised (i) by certified or official bank check or the "Exercise Price"). Payment of the Exercise Price shall be made by wire transfer to an the account designated by of the IssuerCompany. Upon exercise, the Holder shall be entitled to receive, one or more certificates, issued in the Holder's name or in such name or names as the Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. The shares of Common Stock so purchased shall be deemed to be issued as of the close of business on the date on which the Company shall have received from the Holder payment of the Exercise Price (iithe "Exercise Date"). (b) by “cashless exercise” Notwithstanding anything to the contrary set forth herein, upon exercise of all or a portion of this Warrant in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contraryterms hereof, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain Rather, records showing the number of Warrant Shares purchased amount so exercised and the date of such purchases. The exercise shall be maintained on a ledger in the form of Annex B attached hereto ------- (a copy of which shall be delivered to the Company shall deliver any objection to any or transfer agent with each Notice of Exercise Form within one (1) Business Day Exercise). It is specifically contemplated that the Company hereof shall act as the calculation agent for all exercises of receipt of such noticethis Warrant. In the event of any dispute or discrepancydiscrepancies, the such records of maintained by the Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following an exercise of a portion of this Warrant, the number of shares of Common Stock represented by this Warrant will be the amount indicated on Annex B attached hereto (which may ------- be less than the amount stated on the face hereof).

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by delivery to the Company (or such other office or agency This provision supplements Section 2.2 of the Issuer as it may designate by notice in writing Award Agreement: Due to the Holder at the address regulatory requirements and notwithstanding any terms or conditions of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein Plan to the contrary, the Holder shall not you will be required to physically surrender this Warrant restricted to the Company until cashless sell-all method of exercise with respect to the Holder has purchased Option. To complete a cashless sell-all exercise, you understand that you should instruct the Company’s designated broker to: (a) sell all of the Warrant Shares available hereunder shares of Stock issued upon exercise; (b) use the proceeds to pay the exercise price, brokerage fees and any applicable Tax-Related Items; and (c) remit the Warrant has been exercised balance in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable cash to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such noticeyou. In the event of any dispute or discrepancychanges in regulatory requirements, the records Company reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise or cashless sell-to-cover exercise. Notwithstanding any provision of the Company shall Plan or the Award Agreement, this Option may not be controlling exercised until such time as all necessary exchange control and determinative other approvals from the PRC State Administration of Foreign Exchange or its local counterpart (“SAFE”) have been received under applicable exchange control rules for Options granted under the Plan. Once SAFE approval has been received and provided you are then providing Service, you will receive vesting credit for that portion of the Option that would have vested prior to obtaining SAFE approval, if applicable, and the remaining portion of the Option will vest in accordance with the vesting schedule in the absence Grant Notice. If the Option Expiration Date occurs prior to the receipt of manifest errorSAFE approval, your Option will be forfeited. Further, notwithstanding any terms or conditions of the Plan or the Award Agreement to the contrary, you understand and agree that upon termination of your Service with the Company (including its Participating Companies) for any reason whatsoever, you (or, in the event of your death, your legal representative) will be permitted to exercise any unexercised Options for the shorter of the post-termination exercise period (if any) set forth in the Award Agreement and six (6) months following the termination of your Service, or within any other timeframe as may be required or permitted by SAFE or by the Company, but in any event no later than the Option Expiration Date. Any unexercised portion of this Option shall immediately expire after this time.

Method of Exercise. The Holder hereof 1.1.1 This Warrant may exercise this Warrantbe exercised by any Holder, in whole or in part, by delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of surrendering this Warrant, with a duly executed facsimile copy of the Notice of Exercise Form annexed in the form of Annex A hereto or Annex B hereto, as applicable (the “Notice of Exercise FormExercise”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected duly executed by the Holder of this Warrant. Notwithstanding anything herein to or the contraryHolder’s duly authorized attorney, accompanied by, if the Holder shall elects not be required to physically surrender this Warrant to the Company until the Holder has purchased all of exercise the Warrant Shares available hereunder and the Warrant has been exercised pursuant to Section 1.2, payment in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days lawful money of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion United States, of the total number Exercise Price payable in respect of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and upon such exercise. 1.1.2 Each exercise of this Warrant shall be deemed to have been effected immediately prior to the date close of such purchases. The Company shall deliver any objection to any business on the day on which the Notice of Exercise Form shall be dated and directed to the Trust as provided in Section 10. At such time, the person(s) in whose name(s) any certificates for Warrant Shares shall be issuable upon such exercise as provided in Section 1.1.3 hereof shall be deemed to have become the holder(s) of record of the Warrant Shares represented by such certificates. 1.1.3 As soon as practicable after the exercise of this Warrant, in full or in part, and in any event within one ten (110) Business Day days thereafter, the Trust, at its expense, will cause to be issued in the name of, and delivered to, the Holder, or as the Holder (upon payment by the Holder of receipt any applicable transfer taxes) may direct: (a) a certificate or certificates for the number of full Common Shares to which the Holder shall be entitled upon such noticeexercise plus, in lieu of any fractional share to which the Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof (it being agreed that each certificate so delivered shall be in such denominations of Common Shares as may be requested by the Holder); and (b) in case such exercise is in part only, a new warrant or warrants in substantially identical form for the purchase of that number of Warrant Shares equal to the difference between the number of Warrant Shares subject to this Warrant and the number of Warrant Shares as to which this Warrant is so exercised. In addition, in the event case of any dispute or discrepancyan exercise pursuant to Section 1.2 hereof, the records number of Warrant Shares shall also be reduced by the number of Warrant Shares withheld by the Trust in exchange for the issuance of the Company shall be controlling and determinative in number of Warrant Shares to which the absence of manifest errorHolder exercises its purchasing rights under this Warrant.

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by delivery the surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal office of the Issuer, together with the payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s 's election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with "CASHLESS EXERCISE" by surrender to the provisions Issuer for cancellation of subsection (c) a portion of this Section 2, but only when a registration statement under Warrant representing that number of unissued shares of Warrant Stock which is equal to the Securities Act providing for quotient obtained by dividing (A) the resale product obtained by multiplying the Warrant Price by the number of shares of Warrant Stock being purchased upon such exercise by (B) the Per Share Market Value as of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below)date of such exercise, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to ; provided, however, that the contrary, the Holder "cashless exercise" method shall not be required to physically surrender this Warrant available before December 23, 2006. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the Company until provisions of clause (ii) of this subsection (b), such exercise shall be accompanied by written notice from the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases specifying the manner of payment thereof and containing a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records calculation showing the number of shares of Warrant Shares purchased Stock with respect to which rights are being surrendered thereunder and the date net number of shares to be issued after giving effect to such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorsurrender.

Method of Exercise. The Holder hereof may exercise this Warrant, in ------------------ whole or in part, by delivery the surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such the Holder’s 's election (i) in cash by certified or official bank check or by wire transfer to an account designated by the Issuercheck, (ii) by “cashless exercise” at any time on or after the Original Issue Date through the date on or before the date the registration statement filed in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement has been declared effective by the Securities and Exchange Commission by surrender to the Issuer for cancellation of a portion of this Warrant representing that number of unissued shares of Warrant Stock which is equal to the quotient obtained by dividing (A) the product obtained by multiplying the Warrant Price by the number of shares of Warrant Stock being purchased upon such exercise by (B) the difference obtained by subtracting the Warrant Price from the Per Share Market Value as defined below)of the date of such exercise, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the contraryprovisions of clause (ii) of this subsection (b), such exercise shall be accompanied by written notice from the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases specifying the manner of payment thereof and containing a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records calculation showing the number of shares of Warrant Shares purchased Stock with respect to which rights are being surrendered thereunder and the date net number of shares to be issued after giving effect to such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorsurrender.

Method of Exercise. In the event that HM desires to exercise the Securities Issuance Option with respect to a Qualifying Catastrophic Event, HM shall provide written notice to Option Writer during the Exercise Term of its intent to exercise the Securities Issuance Option (a "Notice of Exercise"), together with such information as may be necessary to evidence the satisfaction by HM of, or the ability of HM to satisfy prior to delivery of Preferred Shares, the conditions to exercise set forth in Article 5. The Holder hereof may exercise this Warrant, in whole or in part, by delivery Notice of Exercise shall specify the number of Preferred Shares to be issued pursuant to the Company (or such other office or agency exercise of the Issuer as it may designate by notice in writing Securities Issuance Option, the aggregate Preferred Share Purchase Price payable for such Preferred Shares based on Original Value and the proposed Exercise Date and, with respect to the Holder at applicable Qualifying Catastrophic Event, the address amount of the Holder appearing on Ultimate Loss relating to such Qualifying Catastrophic Event, including the books amount of (i) paid losses, (ii) losses reported but not yet paid and (iii) losses incurred but not yet then reported, including assumptions underlying the calculation of item (iii). Option Writer shall have until the end of the Issuersforty-five (45) of a duly executed facsimile copy day period following delivery of the Notice of Exercise Form annexed hereto (“in accordance with Section 10.2 to investigate whether the conditions to exercise of the Securities Issuance Option have been satisfied and shall, by the end of such 45 day period, either issue a Notice of Exercise Form”); and, within three Objection (3hereinafter defined) Trading Days of the date said or state its intent not to issue a Notice of Objection based on its investigation theretofore conducted; provided, however, that if the Exercise Form Date is delivered to extended for more than an additional forty-five (45) days (beyond the Companyinitial forty-five (45) day notice period) for any reason, the Company Option Writer shall have received payment a period of an amount of consideration therefor equal ten (10) business days to the Warrant Price in effect update its investigation, which ten (10) business day period shall commence on the date that is the later of such (a) the date that HM certifies to Option Writer that all conditions to exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for Issuance Option set forth in Article 5 hereof shall have been satisfied or (b) the resale of 45th day immediately preceding the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant actual Exercise Date. In connection with such investigation, HM shall provide Option Writer, or its designated agent, reasonable access to its loss records relating to the Purchase Agreement is not then Qualifying Catastrophic Event in effect as required under the Registration Rights Agreement question (as defined belowincluding, without limitation, policy files, claim files and loss and loss reserve files or information), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullduring normal business hours, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable order to the Issuer undertaking with respect allow Option Writer to undertake such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such noticeinvestigation. In the event that Option Writer determines that the conditions to exercise of any dispute the Securities Issuance Option set forth in Article 5 have been satisfied, or discrepancysuch is determined pursuant to Article 8, Option Writer shall deliver, on the Exercise Date (or the next following Business Day if the Exercise Date is not a Business Day), by wire transfer of immediately available funds, in U.S. dollars, the records aggregate Preferred Share Purchase Price specified in the Notice of Exercise, against the delivery by HM of the Company corresponding number of Preferred Shares. In the event that Option Writer determines that the conditions for exercise of the Securities Issuance Option have not been met, Option Writer shall deliver a written notice of objection to exercise of the Securities Issuance Option (the "Notice of Objection") to HM within such forty-five (45) day period or the ten (10) business day update period described above, as applicable. Such Notice of Objection shall specify in reasonable detail the reason(s) for Option Writer's objection to the exercise of the Securities Issuance Option. If, within twenty (20) days following delivery of the Notice of Objection to HM, HM and Option Writer cannot reach an agreement regarding the exercise of the Securities Issuance Option, their dispute shall be controlling submitted to dispute resolution in accordance with Article 8 below. If Option Writer has not delivered a Notice of Objection to HM or a Notice of Objection has been resolved in HM's favor, Option Writer and determinative HM shall cooperate and shall use their commercially reasonable efforts to cause the conditions listed in the absence Section 5.5 which involve obligations of manifest errorOption Writer or HM, as applicable, to be satisfied as soon as reasonably practicable, including without limitation making any Form A filings required under applicable state insurance laws, rules and regulations.

Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, Option shall be exercisable by delivery written notice signed by the Participant and delivered to the Company (or such other office or agency at its principal executive offices, attention of the Issuer as it may designate by notice in writing to the Holder at the address President of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, signifying election to exercise the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by Option. The notice must state the number of shares of Warrant Common Stock with respect as to which this Warrant Option is then being exercised, payable at such Holder’s election and (i) by certified or official bank check or by wire transfer unless indicated to an account designated the contrary by the IssuerCompany, must contain a representation and acknowledgement by the Participant (iiin a form acceptable to the Company) that, among other things, such shares are being acquired by “cashless exercise” in accordance the Participant for investment and not with a view to their distribution or resale, that the provisions of subsection (c) of this Section 2, but only when a registration statement shares are not registered under the Securities Act providing of 1933, as amended, (the "Act"), that the shares may have to be held indefinitely unless registered for resale under the resale Act or an exemption from registration is available, and that the Company may place a legend on the certificate evidencing the shares reflecting that they were acquired for investment and cannot be sold or transferred unless registered under the Act, or unless counsel to the Company is satisfied that the circumstances of the Warrant Stock proposed transfer do not require such registration, and (ii) it must be accompanied by payment of the full purchase price of the shares being purchased. Payment may be made (a) in cash, (b) by check payable to the order of the Company in the amount of such purchase price, (c) provided that the sale of the shares issuable upon exercise of the Option have been registered under the Act or counsel to the Company's satisfaction that the circumstances of the proposed transfer do not require such registration, by irrevocable instructions to a broker to sell shares of Common Stock underlying to be issued upon exercise of the preferred stock issued pursuant Option, and to deliver to the Purchase Agreement is not then in effect as required under Company the Registration Rights Agreement (as defined below)amount of sale proceeds necessary to pay such purchase price and to deliver the remaining cash proceeds, less commissions and brokerage fees to the Participant, or (iiid) by a any combination of the foregoing methods of payment selected described in (a) through (c) above. If notice of the exercise of the Option is given by a person or persons other than the Holder of this Warrant. Notwithstanding anything herein Participant, the Company may require, as a condition to the contraryexercise of the Option, the Holder shall not be required to physically surrender this Warrant submission to the Company until the Holder has purchased all of appropriate proof of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date right of such purchases. The Company shall deliver any objection person or persons to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In exercise the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorOption.

Method of Exercise. The Holder hereof (a) Subject to the terms and conditions hereof, this Warrant may exercise this Warrantbe exercised by Holder, in whole or in part, at any time on any Business Day (as hereinafter defined) on or after the opening of business on the Warrant Issue Date hereof and prior to 11:59 P.M. New York Time on the Expiration Date by (i) delivery of a written notice, in the form of the subscription form attached as Exhibit A hereto (the “Exercise Notice”), of Holder’s election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, (ii) (A) payment to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Exercise Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect Shares as to which this Warrant is then being exercised, payable at such Holder’s election exercised (ithe “Aggregate Exercise Price”) by certified or official bank check or by wire transfer to an account designated of immediately available funds (or by check if the Issuer, Company has not provided Holder with wire transfer instructions for such payment) or (iiB) by “cashless exercise” in accordance with notifying the provisions of subsection (c) of Company that this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued is being exercised pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement a Cashless Exercise (as defined belowhereinafter defined), or and (iii) by a combination of the foregoing methods of payment selected by the unless Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender has previously delivered this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the it or a new replacement Warrant has not yet been exercised in full, in which casedelivered to Holder, the Holder shall surrender to a common carrier for overnight delivery to the Company as soon as practicable following such date, this Warrant, Warrant (or an indemnification reasonably acceptable to the Issuer undertaking with respect to such this Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice). In the event of any dispute or discrepancyexercise of the rights represented by this Warrant in compliance with this Section 4(a), the records Company shall on the second (2nd) Business Day (the “Warrant Share Delivery Date”) following the date of its receipt of the Exercise Notice, the Aggregate Exercise Price (or notice of Cashless Exercise) and (unless Holder has previously delivered this Warrant to the Company and it or a new replacement Warrant has not yet been delivered to Holder) this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) (the “Exercise Delivery Documents”), (A) provided that the transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that Holder is eligible to receive shares through DTC, credit such aggregate number of shares of Common Stock to which Holder shall be entitled to Holder’s or its designee’s balance account with DTC or (B) issue and deliver to the address specified in the Exercise Notice, a certificate, registered in the name of Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. Upon (x) delivery of the Exercise Notice and (y) the Aggregate Exercise Price referred to in clause (ii)(A) above or notification to the Company of a Cashless Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of this Warrant as required by clause (iii) above or the certificates evidencing such Shares. (b) While this Warrant remains outstanding and exercisable, Holder may elect to receive shares equal to the value of this Warrant (or any portion thereof remaining unexercised) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to Holder a number of shares of Common Stock computed using the following formula (a “Cashless Exercise”): X = Y (A-B) A Where X = the number of shares of Common Stock to be controlling issued to Holder. Y = the number of shares of Common Stock being exercised under this Warrant (on the trading day immediately preceding the date of such calculation). A = the Weighted Average Price (as hereinafter defined) of one share of the Company’s Common Stock (on the trading day immediately preceding the date of such calculation). B = Exercise Price (as adjusted to the date of such calculation). (c) The following words and determinative terms as used in this Warrant shall have the absence of manifest error.following meanings:

Method of Exercise. The Holder hereof (a) This Warrant may exercise this Warrant, be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise") substantially in the form attached hereto as Exhibit A via facsimile to the Company. Promptly thereafter the Holder shall surrender this Warrant (if the entire amount of the Warrant is subject to the Notice of Exercise) to the Company (or such other at its principal office or agency via overnight delivery service, accompanied by payment of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Purchase Price in effect on the date of such exercise multiplied by the number of shares of Warrant Common Stock with respect to for which this Warrant is then being exercisedexercised (the "Exercise Price"). Payment of the Exercise Price shall be made, payable at such the option of the Holder’s election , (i) by certified or official bank check or bank draft payable to the order of the Company, or (ii) by wire transfer to an the account designated by of the IssuerCompany. Upon exercise, the Holder shall be entitled to receive within three Trading Days of the Exercise Date (iias defined herein), one or more certificates, issued in the Holder's name or in such name or names as the Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. The shares of Common Stock so purchased shall be deemed to be issued as of the close of business on the date on which the Company shall have received from the Holder payment in full of the Exercise Price (the "Exercise Date"). (b) by “cashless exercise” Upon exercise of a portion of this Warrant in accordance with the provisions terms hereof records showing the amount so exercised and the date of subsection exercise shall be maintained on a ledger substantially in the form of Annex B attached hereto (c) an originally signed and executed copy of this Section 2, but only when which shall be delivered to the Company with each Notice of Exercise). The Company shall maintain the originally signed and executed ledger and the Holder shall maintain a registration statement under the Securities Act providing for the resale copy thereof Upon execution of the Warrant Stock exercise of the Warrants contemplated by the Notice of Exercise, the Company shall deliver to the Holder a copy of Annex B signed and executex xx xxe Company, and the Common Stock underlying the preferred stock issued pursuant Holder shall deliver to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by Company a combination copy of the foregoing methods of payment selected Annex B signed by the Holder Holder. It is specifically contemplated that the Company shall act as the calculation agent for all exercises of this Warrant. Notwithstanding anything herein to the contraryThe Holder and any assignee, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all by acceptance of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its lossacknowledges and agrees that, theft or destruction, to the Company for cancellation within three (3) Trading Days by reason of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises provisions of this Warrant resulting in purchases paragraph, following an exercise of a portion of this Warrant, the total number of shares of Common Stock represented by this Warrant Shares available hereunder shall have will be the effect of lowering amount indicated on Annex B attached hereto (which may be less than the outstanding amount stated on the face hereof). (c) In the event there is a dispute as to the number of Warrant Shares purchasable hereunder in an amount equal shares of Common Stock the Holder is entitled to receive upon exercise of this Warrant, the Company shall issue to the applicable Holder the number of Warrant Shares purchased. The Holder shares not in dispute and the Company and the Holder will use their best efforts to resolve such dispute within one Business Day following the receipt of a Notice of Exercise. If such dispute cannot be resolved within such one-day period, the Company and the Holder shall maintain records showing submit the dispute to an independent accountant mutually agreed upon by the Company and the Holder to make a final and binding determination of the number of Warrant Shares purchased and shares owed to the date of such purchasesHolder. The Company shall deliver any objection issue shares of Common Stock owed to any Notice Holder as a result of Exercise Form the resolution of the dispute within one (1) two Business Day of Days following the receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest erroraccountant's independent determination.

Method of Exercise. (a) Subject to the limitations set forth in this Agreement, the Option may be exercised in whole or in part by the Optionee (1) by giving written notice to the Company specifying the number of whole shares of Stock to be purchased and accompanied by payment therefor in full (or arrangement made for such payment to the Company's satisfaction) either (i) in cash, (ii) by delivery of previously owned whole shares of Stock (which the Optionee has held for at least six months prior to the delivery of such shares or which the Optionee purchased on the open market and for which the Optionee has good title, free and clear of all liens and encumbrances ("MATURE SHARES")) having a Fair Market Value (defined below), determined as of the date of exercise, equal to the aggregate purchase price payable pursuant to the Option by reason of such exercise, (iii) by authorizing the Company to withhold whole shares of Stock which would otherwise be delivered upon exercise of the Option having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable pursuant to the Option by reason of such exercise, (iv) in cash by a broker-dealer acceptable to the Company to whom the Optionee has submitted an irrevocable notice of exercise or (v) a combination of (i), (ii) and (iii), and (2) by executing such documents as the Company may reasonably request. The Holder hereof Board shall have sole discretion to disapprove of an election pursuant to clauses (ii) through (v) and, if the Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), the Company may exercise this Warrantrequire that the method of making such payment be in compliance with Section 16 and the rules and regulations thereunder. Any fraction of a share of Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the Optionee. No certificate representing a share of Stock shall be delivered until the full purchase price therefor has been paid. (b) In the event that, prior to the termination of Optionee's employment with the Company, Optionee exercises the Option, in whole or in part, by delivery to the Company (or such other office or agency delivering a whole number of Mature Shares in accordance with Section 2.3(ii) in payment of the Issuer as it purchase price payable by reason of such exercise, Optionee may designate by notice elect, and upon such election shall be entitled to receive upon payment in writing to the Holder at the address full of the Holder appearing on the books such purchase price in Mature Shares, a replacement option (a "REPLACEMENT OPTION"). Such Replacement Option: (i) shall be for a number of the Issuers) shares of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor Stock equal to the Warrant Price in effect on total of the number of whole Mature Shares delivered to satisfy the purchase price payable by reason of such exercise or as payment for withholding taxes under Section 3.3 plus the number of whole shares of Stock, if any, withheld by the Company as payment for such withholding taxes; (ii) shall have an option grant date that is the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement original Option (as defined belowor portion thereof), or ; (iii) by shall be immediately exercisable, and have an exercise price equal to the Fair Market Value of a combination share of Stock on the option grant date of the foregoing methods Replacement Option; (iv) shall in no event be exercised, in whole or in part, after the Expiration Date; (v) shall be subject to all other terms of payment selected by the Holder of this Warrant. Notwithstanding anything herein to Option not inconsistent with the contrary, the Holder foregoing; and (vi) shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or designated as an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorincentive Stock Option.

Method of Exercise. The Holder hereof may exercise this Warrant, (a) This Stock Option is exercisable in whole or in part, part at any time and from time to time. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company (or such other office or agency of the Issuer by facsimile transmission as it may designate by notice provided in writing to the Holder at the address of the Holder appearing on the books of the IssuersSection 8 hereof) of a completed and duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“substantially in the form attached to this Stock Option as Exhibit A) as provided in this paragraph. The date such Notice of Exercise Form”); and, is faxed to the Company shall be the “Exercise Date,” provided that the Holder of this Stock Option tenders this Stock Option Certificate to the Company within three five (35) Trading Days of the date said business days thereafter. The Notice of Exercise Form is delivered shall be executed by the Holder of this Stock Option and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Stock Option Certificate, together with appropriate payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. The Exercise Price may be paid in a “cashless” or “cash” exercise or a combination thereof pursuant to Section 2.1(b) and/or Section 2.1(c) below; provided, however, the Stock Option may not be exercised in a cashless manner during any period in which the Company has effective a Registration Statement filed under the Securities Act of 1933, as amended, for the sale or resale of shares of Common Stock issuable pursuant to this Stock Option. (b) If the Holder elects a “cashless” exercise on its Notice of Exercise form, then the Holder shall thereby be entitled to receive a number of shares of Common Stock equal to (x) the excess of the Current Market Value (as defined below) over the total cash exercise price of the portion of the Stock Option then being exercised, divided by (y) the Market Price of the Common Stock as of the trading day immediately prior to the CompanyExercise Date. For the purposes of this Stock Option, the Company terms (Q) “Current Market Value” shall have received payment of be an amount of consideration therefor equal to the Warrant Market Price in effect on of the date Common Stock as of such exercise the trading day immediately prior to the Exercise Date, multiplied by the number of shares of Warrant Common Stock with respect specified in such Notice of Exercise Form, and (R) “Market Price of the Common Stock” shall be the closing price of the Common Stock as reported by the OTC Bulletin Board, or if listed on a national securities exchange or quoted on an automated quotation service, such national securities exchange or automated quotation service, for the relevant date. If the Common Stock is not then listed on a national stock exchange or quoted on the OTC Bulletin Board or such other quotation system or association, the fair market value of one share of Common Stock as of the date of determination, as determined in good faith by the Board of Directors of the Company (the “Board”) and the Holder. If the Common Stock is not then listed on a national securities exchange, the OTC Bulletin Board or such other quotation system or association, the Board shall respond promptly, in writing, to which this Warrant an inquiry by the Holder prior to the exercise hereunder as to the fair market value of a share of Common Stock as determined by the Board. In the event that the Board and the Holder are unable to agree upon the fair market value, the Company and the Holder shall jointly select an appraiser who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Holder. Such adjustment shall be made successively whenever such a payment date is fixed. (c) If the Holder elects a “cash” exercise on its Notice of Exercise form, the Exercise Price per share of Common Stock for the shares then being exercised, exercised shall be payable at such Holder’s election (i) in cash or by certified or official bank check or by wire transfer check. (d) The Holder shall be deemed to an account designated by be the Issuer, (ii) by “cashless exercise” holder of the shares issuable to it in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under 2.1 on the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorDate.

Method of Exercise. The Holder hereof (a) Subject to Section 5, the Vested Portion may be exercised by delivering to the Company at its principal office written notice of intent to so exercise this Warrant(an “Exercise Notice”). Such notice shall specify the number of Shares with respect to which the Option is being exercised (the “Purchased Shares”) and shall be accompanied by payment in full of the aggregate Option Price of the Vested Portion being so exercised in cash or by check or wire transfer; provided, however, that payment of such aggregate Option Price may instead be made, in whole or in part, (A) by the delivery to the Company (of a certificate or such certificates, book-entry position or other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing applicable documentation representing Shares having a Fair Market Value on the books date of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor exercise equal to the Warrant aggregate Option Price in effect respect of the Purchased Shares, duly endorsed, which delivery effectively transfers to the Company good and valid title to such Shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such Shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise); provided, that the Company is not then prohibited under applicable law, rules or regulations from purchasing or acquiring such Shares, (B) if such exercise multiplied occurs prior to the expiration of any underwriters’ lockup associated with an IPO (including any time prior to an IPO) and the Participant’s Employment has not terminated or the Participant is a Good Leaver, by a reduction in the number of shares Purchased Shares to be issued upon such exercise having a Fair Market Value on the date of Warrant Stock exercise equal to the aggregate Option Price in respect of the Purchased Shares, or (C) if such exercise occurs following the expiration of any underwriters’ lockup associated with an IPO, by making arrangements through a registered broker-dealer pursuant to cashless exercise procedures established by the Compensation Committee from time to time, but only if the Participant has first requested that the Company “net settle” the Options (using the method described in the foregoing clause (B)) and the Company has declined to do so. An Exercise Notice, once delivered, shall be irrevocable. If a Participant’s Employment terminates other than for Cause following the delivery of an Exercise Notice, the Exercise Notice shall be honored by the Company pursuant to the applicable provisions of this Agreement. For the avoidance of doubt, the Participant shall not have any rights to distributions or other rights of a Member with respect to which this Warrant is then being exercisedShares subject to the Option other than as explicitly set forth in the Plan or the Operating Agreement until the Participant has given written notice of exercise of the Option, payable at has paid in full for such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated Shares and, if applicable, has satisfied any other conditions imposed by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued Management Equity Committee or pursuant to the Purchase Plan, this Agreement is not then in effect as required under or the Registration Rights Agreement Operating Agreement. (as defined below), or (iiib) by a combination Notwithstanding any other provision of the foregoing methods of payment selected by the Holder of Plan or this Warrant. Notwithstanding anything herein Agreement to the contrary, the Holder Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange (collectively, the “Legal Requirements”) that the Management Equity Committee shall reasonably and in good faith determine to be necessary or advisable, unless an exemption to such registration or qualification is available and satisfied. The Management Equity Committee may establish additional procedures as it deems necessary and reasonable in good faith in connection with the exercise of the Option or the issuance of any Shares to comply with any Legal Requirements. Such procedures may include, but are not limited to, that following receipt of the notice of exercise and prior to the completion of the exercise, the Participant will be required to physically surrender affirm the exercise of the Option following receipt of any disclosure deemed necessary or desirable by the Management Equity Committee. (c) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates or other documentation in the Participant’s name, or evidence of book entry Shares, for such Shares. Such certificates or other documentation will be held by the Company on behalf of the Participant until such time as the Shares represented by such certificates or other documentation are transferred as permitted by the Operating Agreement. (d) In the event of the Participant’s death or Disability, the Vested Portion shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Warrant Agreement shall pass by will or by the laws of descent and distribution, as the case may be, during the periods set forth in Section 5 (and the term “Participant” shall be deemed to include such heir or legatee). Any such heir or legatee of the Participant shall assume the rights herein granted subject to the Company until terms and conditions hereof. (e) As a condition to the Holder has purchased all grant of this Option, the Participant, if not already party to the Operating Agreement, shall become a party to the Operating Agreement by signing a Joinder Agreement thereto and, without limiting the generality of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which caseforegoing, the Holder Participant acknowledges that, prior to an IPO, Shares acquired pursuant to exercise of the Option shall surrender this Warrant, or an indemnification reasonably acceptable be subject to the Issuer undertaking Section 9.7 of the Operating Agreement (regarding the repurchase of Shares by the Company). (f) In consideration of the grant of this Option, the Participant agrees that, as a condition to the exercise of any portion of the Option, the Participant shall, with respect to such Warrant in the case of its lossexercise, theft or destruction, remit to the Company for cancellation within three (3) Trading Days of any applicable withholding taxes, which the date the final Notice of Exercise Form is delivered Participant may remit by making a “cashless” or “net settlement” election to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorextent permitted by Section 13.

Method of Exercise. The Holder hereof may (a) In order to exercise this a Warrant, in whole the Holder thereof must surrender the Warrant Certificate evidencing such Warrant, together with the form on the reverse of or in partattached to the Warrant Certificate duly executed and specifying the amount of Underlying Stock as to which the Warrant Certificate is being exercised (a “Subscription Notice”), by delivery to the Company (the date on which such delivery shall have taken place being referred to as the “Exercise Date”). Each exercise of this Warrant shall be settled through Physical Delivery or Net Share Settlement, as elected by the Holder in its sole discretion and set forth in the Subscription Notice, which may also include, at the Holder’s sole discretion, a request for a settlement of such other office or agency exercise through Net Cash Settlement. (b) Subject to Section 3.04(d) (if the Subscription Notice included a request for Net Cash Settlement) and Section 9.03, if the Holder has elected to settle the exercise of a Warrant through physical delivery of Underlying Stock upon cash payment of the Issuer as it may designate Exercise Price by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise FormPhysical Delivery”) in accordance with Section 3.04(a); and, then (i) within three (3) Trading Business Days following the Exercise Date, the Holder shall deliver to the Company the aggregate Exercise Price for the Underlying Stock specified in the applicable Subscription Notice by wire transfer of immediately available funds to an account or accounts designated by the Company, and (ii) the Company shall allot and issue to the Holder the Underlying Stock specified in the applicable Subscription Notice as provided in Section 3.04(f). CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (c) Subject to Section 3.04(d) (if the Subscription Notice included a request for Net Cash Settlement) and Section 9.03, if the Holder has elected to settle the exercise of a Warrant through a net, or “cashless”, exercise by using a portion of the date said Notice Underlying Stock that the Holder otherwise would have received upon such settlement as payment of the Exercise Form Price (“Net Share Settlement”) in accordance with Section 3.04(a) and at the time of such exercise the Fair Market Value of the Underlying Stock exceeds the Exercise Price (if the Holder elects Net Share Settlement but the Fair Market Value of the Underlying Stock is delivered determined not to exceed the CompanyExercise Price, the Holder shall be deemed to have elected Physical Delivery instead), the Company shall have received payment of an amount of consideration therefor equal allot and issue to the Warrant Price Holder, as provided in effect on Section 3.04(f), a number of shares of Underlying Stock computed using the date of such exercise multiplied by following formula: A = B × (D-C) Where: A = the number of shares of Warrant Underlying Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election be issued to the Holder B = the number of shares of Underlying Stock specified in the applicable Subscription Notice C = the Exercise Price on the Exercise Date D = the Fair Market Value of the Underlying Stock on the Exercise Date (d) If (i) by certified or official bank check or by wire transfer the Holder has requested to an account designated settle the exercise of a Warrant through payment of cash by the IssuerCompany to the Holder, net of the Exercise Price, in lieu of issuing any Underlying Stock (“Net Cash Settlement”) in accordance with Section 3.04(a), (ii) by “cashless exercise” in accordance with at the provisions time of subsection (c) of this Section 2, but only when a registration statement under such exercise the Securities Act providing for the resale Fair Market Value of the Warrant Underlying Stock exceeds the Exercise Price, and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination the Company agrees, in its sole discretion, to effect such Net Cash Settlement in lieu of the foregoing methods of payment selected settlement election made by the Holder of this Warrant. Notwithstanding anything herein in the Subscription Notice (in which case the Company shall so notify the Holder in writing within two (2) Business Days following the Exercise Date), the Company shall pay to the contraryHolder, by wire transfer of immediately available funds to an account or accounts CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED designated by the Holder shall not be required to physically surrender this Warrant to in the Company until Subscription Notice within five (5) Business Days following the Holder has purchased all Exercise Date, an amount of cash computed using the following formula: A = B × (D-C) Where: A = the Net Cash Settlement amount B = the number of shares of Underlying Stock specified in the applicable Subscription Notice C = the Exercise Price on the Exercise Date D = the Fair Market Value of the Underlying Stock on the Exercise Date (e) If fewer than all Warrants represented by a Warrant Shares available hereunder and the Warrant has been exercised in full, in which caseCertificate are exercised, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable such Warrant Certificate with the Subscription Notice and the Company shall promptly execute and deliver a new Warrant Certificate of the same tenor and for the number of Warrants that were not exercised to the Issuer undertaking with respect Person or Persons as may be directed in writing by the Holder (subject to the terms hereof), and the Company shall register the new Warrant Certificate in the name of such Person or Persons. (f) Upon exercise of a Warrant in accordance with the case foregoing provisions of its lossthis Section 3.04 pursuant to which the Holder has elected to settle such exercise through Physical Delivery or Net Share Settlement, theft or destructionthen, to the Company for cancellation as soon as practicable after such exercise and in any event within three (3) Trading Business Days thereafter (but (x) if the Holder has elected to settle such exercise through Physical Delivery, subject to the Holder’s payment of the date aggregate Exercise Price as contemplated by Section 3.04(b), and (y) if the final Notice of Exercise Form is delivered Holder has requested Net Cash Settlement, subject to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal ’s agreement to the applicable number of Warrant Shares purchased. The Holder and settle such exercise through Net Cash Settlement), the Company shall maintain records showing allot and issue to the Holder the appropriate number of Warrant Shares purchased shares of Underlying Stock and instruct the date Registrar to issue to the Holder appropriate evidence of ownership of such purchases. The Company shares of Underlying Stock and any cash, securities or other property to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder (subject to the terms hereof), and shall deliver such evidence of ownership and any objection cash, securities or other property to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event Person or Persons entitled to receive the same, together with an amount in cash in lieu of any dispute or discrepancyfraction of a share as provided in Section 3.04(g) (for the avoidance of doubt, the records Company may deliver the Underlying Stock via book entry). Upon delivery of a Subscription Notice, a Holder shall be deemed to own and have all of the rights associated with any Underlying Stock or cash, securities or other property to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that any Underlying Stock or other securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (g) No fractional shares shall be issued upon exercise of any Warrant. Instead, the Company shall be controlling and determinative pay to the Holder, in lieu of issuing any fractional share, a sum in cash equal to such fraction multiplied by the absence Fair Market Value of manifest errorthe Underlying Stock as of Exercise Date.

Method of Exercise. The (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder hereof may exercise this Warrantexercise, in whole or in part, by delivery to the Company purchase rights evidenced hereby. Such exercise shall be effected by: (or such other office or agency i) the surrender of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of Warrant, together with a duly executed facsimile copy of the Notice of Exercise Form annexed hereto attached hereto, to the Secretary of the Company at its principal office (“Notice of Exercise Form”or at such other place as the Company shall notify the Holder in writing); and, within three (3ii) Trading Days of the date said Notice of Exercise Form is delivered payment to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant aggregate Exercise Price in effect on the date of such exercise multiplied by for the number of shares Shares being purchased in cash by delivery to the Company of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated by the IssuerCompany. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, (iithe person or persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Shares represented by “cashless exercise” in accordance with the provisions of subsection such certificate. (c) As soon as practicable after the exercise of this Section 2Warrant in whole or in part, but the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) the Shares, in book-entry only when form, evidenced by a registration statement under certificate from the Securities Act providing for transfer agent certifying the resale issuance of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), Shares or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, such other document or an indemnification instrument reasonably acceptable to the Issuer undertaking with respect to holder of the Warrant evidencing due issuance and ownership of the Shares, and (ii) in case such Warrant exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the case of its loss, theft aggregate on the face or destruction, to faces thereof for the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of such Shares described in this Warrant Shares purchased. The Holder and the Company shall maintain records showing minus the number of Warrant such Shares purchased and by the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1Holder upon all exercises made in accordance with Section 3(a) Business Day of receipt of such notice. In the event of any dispute above or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest errorSection 4 below.

Method of Exercise. The (a) Subject to the terms and conditions set forth herein, while this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder hereof may exercise this exercise, in whole or in part (except for a Net Exercise as set forth in Section 4), the Warrant by: (i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and (ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Warrant Shares being purchased. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Warrant Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificate. (c) As soon as practicable after the exercise of this Warrant in whole or in part, by delivery to the Company (at its expense will cause to be issued in the name of, and delivered to, the Holder, or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received upon payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to any applicable transfer taxes) may direct: (i) a certificate or certificates for the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder to which the Holder shall have be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the effect date hereof) of lowering like tenor, calling in the outstanding aggregate on the face or faces thereof for the number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of such Warrant Shares purchased. The Holder and called for on the Company shall maintain records showing face of this Warrant minus the number of Warrant Shares purchased and by the date Holder upon all exercises made in accordance with Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions of such purchases. The Company Section 2 if the Holder has not exercised this Warrant prior to the closing of a Corporate Transaction or an Initial Public Offering, this Warrant shall deliver automatically be deemed to be exercised in full in the manner set forth in Section 4, without any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records further action on behalf of the Company shall be controlling and determinative in the absence of manifest errorHolder, immediately prior to such closing.