Common use of Procedure for Exercise of Warrant Clause in Contracts

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchasedpurchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (ia) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (iib) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iiic) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of the Company’s Common Stock as of a particular date shall be determined as follows: (ia) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of for the five (5) business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (iib) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of for the five (5) business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iiic) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. The Warrant may be exercised in whole or in part during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by Holder may exercise this Warrant or by delivering the following to Holder's duly authorized attorney-in-fact, at the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated or at such other office or agency in the Notice of ExerciseUnited States as the Company may designate by notice in writing to the Holder accompanied by payment in full, and (iii) this Warrant. Payment of the Warrant Price may be in cash, bank cashier's check or certified or official bank check payable to the order of the Company, of the Exercise Price payable in respect of the Warrant Shares being exercised. In addition to payments of the Exercise Price by cash or wire transfer said checks, payment of funds the Exercise Price with respect to the Company’s account (or any combination of any Warrants being exercised may be made, at the option of the foregoing) Holder, by the reduction in the principal amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to Debenture (the contrary, if the Current Market Price (as defined below"Debenture") is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number Debenture Purchase Agreement, dated as of shares February 25, 1997, by and between the Company and the Holder (the "Debenture Purchase Agreement") (or forgiveness of Common Stock purchasable any accrued and unpaid interest thereon, whether or not payment of such interest has been suspended pursuant to the provisions of such Debenture), even during a period in which an Event of Default (as defined in the Debenture Purchase Agreement) has occurred and is continuing under such Debenture, in an amount equal to the Exercise Price with respect to the Warrant orbeing exercised; and in such a case, if only this Warrant shall be accompanied by said Debenture (with the purchase form duly executed) which shall be substituted and replaced by a portion new Debenture identical in form and content to the original Debenture except that principal amount shall be appropriately reduced to reflect the reduction in the principal amount applicable to the payment of the Exercise Price with respect to the Warrant being exercised. If fewer than all of the Warrant is Shares are being exercised, that portion the Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder a new certificate (dated the date hereof) evidencing the balance of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the CompanyShares that remain exercisable.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 8 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account account, or cancellation of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Company has completed a Qualified Public Offering and the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.18 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) CMP Where: X = CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be exercised being exercised, at the date of such calculation CMP = equals the Current Market Price (as of defined below) at the date of such calculation) of one share of Common Stock calculation WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Marketcalculation As used herein, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as shall mean with respect to each share of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.Stock:

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule A, hereto; (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to In the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder event of any additional considerationexercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock equal to so purchased, registered in the value name of the “spread” on Holder or such other name or names of permitted transferees under this Agreement as may be designated by the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1Holder, together with the Notice of Exercise, in which event the Company shall issue be delivered to the Holder hereof within a number of shares of Common Stock computed using reasonable time after the following formula: X = Y x (CMP-WP) CMP Where: X = rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares of Common Stock (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder pursuant to this net exercise Y = the number of hereof within such time. The person in whose name any certificate for shares of Common Stock purchasable under is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant or, if only a portion was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant is being exercisedPrice and any applicable taxes was made, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as irrespective of the date of delivery of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of certificate, except that, if the date of such calculation) For purposes surrender and payment is a date when the stock transfer books of this Warrantthe Company are closed, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on stock transfer books are open. The Company represents that the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average stock transfer books of the closing bid and asked prices Company will not be closed so as of five business days immediately prior to unreasonably interfere with the date of timely exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as Warrant by the Holder in accordance with the terms of the date of exercise, as determined in good faith by the Board of Directors of the CompanyWarrant.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Preferred Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 11 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) of one share of Common Stock is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Preferred Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.111 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Preferred Stock computed using the following formula: X PS = Y WPS x (CMP-WP) -------------- CMP Where: X = Where PS equals the number of shares of Common Preferred Stock to be issued to the Holder pursuant to this net exercise Y = WPS equals the number of shares of Common Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price of one share of Common Stock (at the date of such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” shares of one share Preferred Stock so purchased, registered in the name of Common Stock the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Preferred Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. The Warrant may be exercised in --------------------------------- whole or in part during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by Holder may exercise this Warrant or by delivering the following to Holder's duly authorized attorney-in-fact, at the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated or at such other office or agency in the Notice of ExerciseUnited States as the Company may designate by notice in writing to the Holder accompanied by payment in full, and (iii) this Warrant. Payment of the Warrant Price may be in cash, bank cashier's check or certified or official bank check payable to the order of the Company, of the Exercise Price payable in respect of the Warrant Shares being exercised. In addition to payments of the Exercise Price by cash or wire transfer said checks, payment of funds the Exercise Price with respect to the Company’s account (or any combination of any Warrants being exercised may be made, at the option of the foregoing) Holder, by the reduction in the principal amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to Debenture (the contrary, if the Current Market Price (as defined below"Debenture") is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) CMP Where: X = the number of shares of Common Stock to be issued to --------- the Holder pursuant to this net exercise Y = the number Debenture Purchase Agreement, dated as of shares February 25, 1997, by and between the Company and the Holder (the "Debenture Purchase ------------------ Agreement") (or forgiveness of Common Stock purchasable any accrued and unpaid interest thereon, whether --------- or not payment of such interest has been suspended pursuant to the provisions of such Debenture), even during a period in which an Event of Default (as defined in the Debenture Purchase Agreement) has occurred and is continuing under such Debenture, in an amount equal to the Exercise Price with respect to the Warrant orbeing exercised; and in such a case, if only this Warrant shall be accompanied by said Debenture (with the purchase form duly executed) which shall be substituted and replaced by a portion new Debenture identical in form and content to the original Debenture except that principal amount shall be appropriately reduced to reflect the reduction in the principal amount applicable to the payment of the Exercise Price with respect to the Warrant being exercised. If fewer than all of the Warrant is Shares are being exercised, that portion the Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder a new certificate (dated the date hereof) evidencing the balance of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the CompanyShares that remain exercisable.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (ia) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (iib) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iiic) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of the Company’s Common Stock as of a particular date shall be determined as follows: (ia) if traded on a national securities exchange or through the Nasdaq Stock SmallCap Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (iib) if traded over-the-counter but not on the Nasdaq Stock SmallCap Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iiic) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company; provided that such five trading day period shall be extended by the number of trading days during such period on which trading in the Company’s Common Stock is suspended, by, or not traded on the Nasdaq SmallCap Stock Market or a subsequent market on which the Common Stock is then listed.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), Holder shall deliver to Company at its office referred to in Section 11 hereof at any time and from time to time during the following to the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding purchased and any provisions herein amount required to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrant. In the event of any additional considerationexercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock equal so purchased, registered in the name of Holder or, subject to compliance with Section 6.2, such other name or names as may be designated by Holder, shall be delivered to Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the value of the “spread” on the Shares (or the portion thereof being canceled) rights represented by surrender of this Warrant at shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the principal office number of the Company in accordance shares (except a remaining fractional share), if any, with Section 5.1, together with the Notice of Exercise, in respect to which event the Company this Warrant shall issue not then have been exercised shall also be issued to the Holder hereof a number of within such time. The person in whose name any certificate for shares of Common Stock computed using is issued upon exercise of this Warrant shall for all purposes be deemed to have become the following formula: X = Y x (CMP-WP) CMP Where: X = holder of record of such shares on the number date on which Holder shall have complied with the conditions for exercise of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant orset forth above, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as irrespective of the date of delivery of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of certificate, except that, if the date of such calculation) For purposes compliance is a date when the stock transfer books of this WarrantCompany are closed, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), Holder shall deliver to Company at its office referred to in Section 14 hereof at any time and from time to time during the following to the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or cancellation of any indebtedness of Company to Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), the in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) ------------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of Holder or such other name or names as of a particular date may be designated by Holder, shall be determined as follows: delivered to Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place place: on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise;, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, Company or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (lii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-CMP - WP) ---------------- CMP Where: X = where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or (subject to compliance with applicable securities laws) such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in ------------------------------------ whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.113 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) -------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), Holder shall deliver to Company at its office referred to in Section 14 hereof at any time and from time to time during the following to the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account account, or cancellation of any indebtedness in order of maturity of the Company to Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchasedpurchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), the in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of Holder or, subject to compliance with Section 7.2, such other name or names as of a particular date may be designated by Holder, shall be determined as follows: delivered to Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), Holder shall deliver to Company at its office referred to in Section 14 hereof at any time and from time to time during the following to the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or cancellation of any indebtedness of Company to Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), the in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) ---------------------------------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional Warrant Share), Warrant Holder shall deliver to Parent at its office referred to in Section 8 at any time (the following “Exercise Date”) and from time to time during the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the CompanyParent, or wire transfer of funds to the CompanyParent’s account account, or cancellation of any indebtedness of Parent to Warrant Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) Value is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Warrant Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Conversion Preferred Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Parent referred to in accordance with Section 5.18, together with the Notice of Exercise, in which event the Company Parent shall issue to the Warrant Holder hereof a that number of shares of Common Stock whole Warrant Shares computed using the following formula: X PS = Y WPS x (CMPCMV-WP) CMP Where: X = CMV Where PS equals the number of shares of Conversion Preferred Stock to be issued to Warrant Holder (or if the Warrant Shares are shares of Common Stock, the number of shares of Common Stock to be issued to Warrant Holder) WPS equals the Holder pursuant to this net exercise Y = number of shares of Conversion Preferred Stock purchasable under the Warrant (or if the Warrant Shares are shares of Common Stock, the number of shares of Common Stock purchasable under the Warrant orWarrant), if only a portion of the Warrant is being exercised, that under the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMV equals the Current Market Value of the number of shares of Common Stock into which one share of Common Conversion Preferred Stock is convertible (at the date of such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes This Warrant shall be exercised by the Warrant Holder by the surrender of this Warrant to Parent at any time during usual business hours at Parent’s principal place of business, accompanied by written notice, substantially in the form of Exhibit A attached hereto, that the Warrant Holder elects to exercise all or a portion of this Warrant and specifying the name or names (with address) in which a certificate or certificates for Warrant Shares are to be issued and (if so required by Parent) by a written instrument or instruments of transfer in form reasonably satisfactory to Parent duly executed by the Warrant Holder or its duly authorized attorney. Upon exercise of this Warrant, Parent shall deliver to Warrant Holder the “Current Market Price” certificate or certificates for the Warrant Shares so purchased within the number of one share days specified in Rule 15c6-1 under the Exchange Act applicable to open market transactions, provided that immediately prior to the close of Common Stock as of a particular date shall be determined as follows: (i) if traded business on a national securities exchange or through the Nasdaq Stock MarketExercise Date, the Current Market Price exercising Warrant Holder shall be deemed to be the volume weighted average trading price holder of record of the Common Stock on Warrant Shares issuable upon exercise of this Warrant, notwithstanding that the share register of Parent shall then be closed or that certificates representing such exchange as of five business days immediately Warrant Shares shall not then be actually delivered to such Person. Immediately prior to the date close of exercise indicated business on the Exercise Date, all rights with respect to this Warrant so exercised, including the rights, if any, to receive notices, will terminate (in the Notice case of Exercise (or if no reported sales took place on such daya partial exercise, the last date on which any such sales took place prior to the date extent of exercisethe portion of this Warrant so exercised), except only the rights of the Warrant Holder to (i) receive certificates for the number of Warrant Shares into which this Warrant has been exercised; and (ii) if traded over-the-counter but not on exercise the Nasdaq Stock Market, rights to which the Current Market Price shall be deemed to be the average Warrant Holder is entitled as a holder of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the CompanyWarrant Shares.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole --------------------------------- or in part (but not as any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.113 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) ------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole --------------------------------- or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as provided above permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) -------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering the following in whole or in part (but not as to any fractional share of Series A-2 Stock), Holder shall deliver to the principal Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account account, or cancellation of any indebtedness of the Company to Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Series A-2 Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Series A-2 Stock computed using the following formula: X PS = Y WPS x (CMP-WP) CMP Where: X = Where PS equals the number of shares of Common Series A-2 Stock to be issued to the Holder pursuant to this net exercise Y = WPS equals the number of shares of Common Series A-2 Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X formula (a "Net Exercise"): CS = Y WCS x (CMP-WP) -------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. This Warrant may be --------------------------------- exercised in whole or in part by the Holder may at any time, or from time to time, prior to the expiration of the Term. To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check chock payable to the order of the Company, Company or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculationexercise, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.113 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) -------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised (at the date of exercise) CMP = equals the Current Market Price (as of at the date of such calculationexercise) of one share of Common Stock WP = equals the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share); (ii) , if traded over-the-counter but any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the Nasdaq Stock Marketdate on which the Notice of Exercise and Warrant is delivered to the Company and payment of the Warrant Price and any applicable taxes is made, irrespective of the Current Market Price date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to be have become the average holder of such shares at the closing bid and asked prices as close of five business days immediately prior to on the next succeeding date of exercise indicated in on which the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) -------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. This Warrant may be exercised in --------------------------------- whole or in part by the Holder may at any time, or from time to time, prior to the expiration of the Term. To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, Company or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculationexercise, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.113 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: CS = WCS X = Y x (CMP-WP) -------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised (at the date of exercise) CMP = equals the Current Market Price (as of at the date of such calculationexercise) of one share of Common Stock WP = equals the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share); (ii) , if traded over-the-counter but any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the Nasdaq Stock Marketdate on which the Notice of Exercise and Warrant is delivered to the Company and payment of the Warrant Price and any applicable taxes is made, irrespective of the Current Market Price date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to be have become the average holder of such shares at the closing bid and asked prices as close of five business days immediately prior to on the next succeeding date of exercise indicated in on which the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) ------------- CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” "CURRENT MARKET PRICE" of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. This Warrant may be exercised in whole --------------------------------- or in part by the Holder may at any time, or from time to time, prior to the expiration of the Term. To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, Company or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculationexercise, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.113 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) -------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised (at the date of exercise) CMP = equals the Current Market Price (as of at the date of such calculationexercise) of one share of Common Stock WP = equals the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share); (ii) , if traded over-the-counter but any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the Nasdaq Stock Marketdate on which the Notice of Exercise and Warrant is delivered to the Company and payment of the Warrant Price and any applicable taxes is made, irrespective of the Current Market Price date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to be have become the average holder of such shares at the closing bid and asked prices as close of five business days immediately prior to on the next succeeding date of exercise indicated in on which the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or cancellation of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.113 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) -------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding twenty (i20) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) CMP Where: X = the number of shares of Common Stock to be he issued to the Holder pursuant to this net exercise exercise: Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may exercise 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 delivering the following delivery to the principal Company (or such other office or agency of the Company as it may designate by notice in accordance with Section 5.1 hereof: (iwriting to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in substantially form annexed hereto. Within three (3) Trading Days following the form attached date of exercise as Schedule Aaforesaid, (ii) payment of the Warrant Holder shall deliver the aggregate Exercise Price then in effect for each of the Shares being purchased, as designated shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account nor shall any medallion guarantee (or any combination other type of guarantee or notarization) of any Notice of the foregoing) in the amount of the Warrant Price for each share being purchasedExercise form be required. Notwithstanding any provisions anything herein to the contrary, if the Current Market Price (as defined below) is greater than Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Price Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (at 3) Trading Days of the date the final Notice of Exercise 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 calculationsuch purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, as set forth below)by acceptance of this Warrant, the Holder may elect to receiveacknowledge and agree that, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value reason of the “spread” on the Shares (or the portion thereof being canceled) by surrender provisions of this Warrant at paragraph, following the principal office purchase of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this WarrantShares hereunder, the “Current Market Price” number of one share of Common Stock as of a particular date shall Warrant Shares available for purchase hereunder at any given time may be determined as follows: (i) if traded on a national securities exchange or through less than the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not amount stated on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companyface hereof.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (ia) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (iib) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iiic) the original of this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contraryforegoing, except as set forth below, if the Current Market Price (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as proportionally adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of the Company’s Common Stock as of a particular date shall be determined as follows: (ia) if traded on a national securities exchange or through the Nasdaq Stock Capital Market, the Current Market Price shall be deemed to be the volume weighted average trading closing sale price of the Common Stock on such exchange or market as of five the business days day immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (iib) if traded over-the-counter but not on the Nasdaq Stock Capital Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices price as of five the business days day immediately prior to the date of exercise indicated in the Notice of Exercise; (c) if traded in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the Current Market Price shall be the most recent bid price per share of the Common Stock so reported prior to the date of exercise indicated in the Notice of Exercise; and (iiid) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by an independent appraiser selected by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) ------------ CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “"Current Market Price” " of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) / CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “"Current Market Price” " of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 11 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the aggregate Warrant Price for each share Warrant Share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.111 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) -------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes Subject to the limitations set forth in Section 6.2 hereof regarding the transfer of Warrant Shares, in the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” Warrant Shares so purchased, registered in the name of one share of Common Stock the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of Warrant Shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for Warrant Shares is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the aggregate Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole --------------------------------- or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) -------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering the following in whole or in part (but not as to any fractional share of Common Stock), Holder shall deliver to the principal Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account account, or cancellation of any indebtedness of the Company to Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) ------------ CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” "CURRENT MARKET PRICE" of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) -------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equal the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), Warrant Holder shall deliver to Parent at its office referred to in Section 10 at any time (the following “Exercise Date”) and from time to time during the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the CompanyParent, or wire transfer of funds to the CompanyParent’s account account, or cancellation of any indebtedness of Parent to Warrant Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) Value is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Warrant Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Parent referred to in accordance with Section 5.110 hereof, together with the Notice of Exercise, in which event the Company Parent shall issue to the Warrant Holder hereof a that number of whole shares of Common Stock computed using the following formula: X CS = Y x WCS (CMPCMV-WP) CMP Where: X = CMV Where CS equals the number of shares of Common Stock to be issued to Warrant Holder WCS equals the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Adjusted Warrant Number or, if only a portion of the Warrant is being exercised, that the Adjusted Warrant Number for the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMV equals the Current Market Value (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes This Warrant shall be exercised by the Warrant Holder by the surrender of this Warrant to Parent at any time during usual business hours at Parent’s principal place of business, accompanied by written notice, substantially in the form of Exhibit A attached hereto, that the Warrant Holder elects to exercise all or a portion of this Warrant and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by Parent) by a written instrument or instruments of transfer in form reasonably satisfactory to Parent duly executed by the Warrant Holder or its duly authorized attorney. Upon exercise of this Warrant, Parent shall deliver to Warrant Holder the “Current Market Price” certificate or certificates for the shares of one share Series B Preferred Stock so purchased within the number of Common Stock as days specified in Rule 15c6-1 under the Exchange Act with respect to open market transactions; provided that immediately prior to the close of a particular date shall be determined as follows: (i) if traded business on a national securities exchange or through the Nasdaq Stock MarketExercise Date, the Current Market Price exercising Warrant Holder shall be deemed to be the volume weighted average trading price holder of record of the shares of Common Stock, as applicable, issuable upon exercise of this Warrant, notwithstanding that the share register of Parent shall then be closed or that certificates representing such Common Stock on shall not then be actually delivered to such exchange as of five business days immediately Person. Immediately prior to the date close of exercise indicated business on the Exercise Date, all rights with respect to this Warrant so exercised, including the rights, if any, to receive notices, will terminate (in the Notice case of Exercise (or if no reported sales took place on such daya partial exercise, the last date on which any such sales took place prior to the date extent of exercisethe portion of this Warrant so exercised), except only the rights of the Warrant Holder to (i) receive certificates for the number of shares of Common Stock, into which this Warrant has been exercised; and (ii) if traded over-the-counter but not on exercise the Nasdaq Stock Market, rights to which the Current Market Price shall be deemed to be the average Warrant Holder is entitled as a holder of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the CompanyStock.

Procedure for Exercise of Warrant. Holder Warrants may exercise this --------------------------------- be exercised prior to 5:00 p.m. EST on February 28, 2007 (the "Expiration Date") at the Exercise Price. The Warrants may be exercised by surrendering Warrant by delivering the following Certificate(s) representing Warrants to be exercised to the principal office of Company at its address set forth in Section 4.5 hereof, together with the Company Election to Purchase duly completed and executed, accompanied by payment in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculationfull, as set forth below), to the Holder may elect to receive, without Company of the payment Exercise Price for each Warrant Share purchased on exercise of Warrants. Such Exercise Price shall be paid either (i) by the Holder of any additional consideration, shares of Common Stock cash or a certified check or a wire transfer in same day funds in an amount equal to the value Exercise Price multiplied by the number of the “spread” on the Warrant Shares then being purchased; (or the portion thereof being canceledii) by surrender of this Warrant at the principal office of surrendering to the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using having a Fair Market Value (defined below) as measured on the following formula: X = Y x date of exercise equal to the Exercise Price for the number of exercised Warrant Shares; or (CMP-WPiii) CMP Where: X = by instructing the Company to reduce the number of shares of Common Stock eligible to be issued to the Holder purchased pursuant to this net exercise Y = the Warrant by that number (subject to Section 3.4 with respect to any fractional shares which would be issued) of shares of Common Stock purchasable under (herein referred to as the "Cancelled Warrant or, if only Shares") having a portion Net Value (as defined below) equal to the Exercise Price of the exercised Warrant is being exercisedShares. For purposes hereof, that portion the term "Net Value" shall mean the excess of the Warrant requested to be exercised CMP = the Current Fair Market Price Value (as measured on the Exercise Date) over the Exercise Price. In the event the Net Value of the date Cancelled Warrant Shares exceeds the Exercise Price of the Exercised Shares by reason of the Net Value of a fractional share, the Company shall pay the Holder such calculation) excess amount in cash. For purposes hereof, Fair Market Value of one share of Common Stock WP = the Warrant Price (as adjusted a specified security as of the date of such calculation) For purposes of this Warrantany date, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be means the average of the closing bid and asked prices for the shares of the specified security as reported by the National Association of Securities Dealers Automated Quotation National Market ("NNM") for the five business (5) trading days immediately prior to preceding such date, or (ii) if the date NNM is not the principal trading market for the specified security, the average of exercise indicated in the Notice of Exercise; and last reported sale prices on the principal trading market for the specified security during the same period, or (iii) if there is no active public marketmarket value cannot be calculated as of such date on any of the foregoing bases, the Current Fair Market Price Value shall be the average fair market value as reasonably determined by a nationally recognized investment banking firm selected by the Company and reasonably acceptable to the Holder, with the costs of the Common Stock as of appraisal to be borne by the Company. As used herein, the term "Exercise Date" with respect to any Warrant means the date of exercise, on which such Warrant is exercised as determined in good faith by the Board of Directors of the Companyprovided herein.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) ------------ CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “"Current Market Price” " of one share of the Company's Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock SmallCap Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock SmallCap Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company; provided that such five trading day period shall be extended by the number of trading days during such period on which trading in the Company's Common Stock is suspended, by, or not traded on the Nasdaq SmallCap Stock Market or a subsequent market on which the Common Stock is then listed.

Procedure for Exercise of Warrant. The Warrant may be exercised in --------------------------------- whole or in part during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by the Holder may exercise this Warrant or by delivering the following to Holder's duly authorized attorney-in-fact, at the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated or at such other office or agency in the Notice of ExerciseUnited States as the Company may designate by notice in writing to the Holder accompanied by payment in full, and (iii) this Warrant. Payment of the Warrant Price may be in cash, bank cashier's check or certified or official bank check payable to the order of the Company, or wire transfer of funds in an amount equal to the Company’s account product of (or any combination i) the Exercise Price multiplied by (ii) the number of any Warrant Shares being purchased. In addition to payments of the foregoingExercise Price by cash or said checks, payment of the Exercise Price with respect to the Warrant(s) being exercised may be made, at the option of the Holder, by the reduction in the principal amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) CMP Where: X = the number of shares of Common Stock to be Debenture issued to the Holder pursuant to this net exercise Y = the Securities Purchase Agreement (or forgiveness of any accrued and unpaid interest thereon, even during a period in which an Event of Default (as defined in the Securities Purchase Agreement) has occurred and is continuing under such Debenture, in an amount equal to the Exercise Price with respect to the number of shares Warrant Shares being purchased; and in such a case, this Warrant shall be accompanied by said Debenture (with the purchase form duly executed) which shall be substituted and replaced by a new Debenture identical in form and content to the original Debenture except that principal amount shall be appropriately reduced to reflect the reduction in the principal amount applicable to the payment of Common Stock purchasable under the Exercise Price with respect to the Warrant or, if only a portion being exercised. If fewer than all of the Warrant is Shares are being exercised, that portion the Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder a new certificate (dated the date hereof) evidencing the balance of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the CompanyShares that remain exercisable.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) ------------------ CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), Holder shall deliver to Company at its office referred to in Section 14 hereof at any time and from time to time during the following to the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of EXHIBIT A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or cancellation of any indebtedness of Company to Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), the in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) ------------------- CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of Holder or such other name or names as of a particular date may be designated by Xxxxxx, shall be determined as follows: delivered to Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office of the Company referred to in accordance with Section 5.1 hereof12 hereof at any time and from time to time: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account account, or cancellation of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: X CS = Y WCS x (CMP-WP) CMP Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. The Warrant may be --------------------------------- exercised in whole or in part during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by the Holder may exercise this Warrant or by delivering the following to Holder's duly authorized attorney-in-fact, at the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated or at such other office or agency in the Notice of ExerciseUnited States as the Company may designate by notice in writing to the Holder accompanied by payment in full, and (iii) this Warrant. Payment of the Warrant Price may be in cash, bank cashier's check or certified or official bank check payable to the order of the Company, or wire transfer of funds in an amount equal to the Company’s account product of (or any combination i) the Exercise Price multiplied by (ii) the number of any Warrant Shares being purchased. In addition to payments of the foregoingExercise Price by cash or said checks, payment of the Exercise Price with respect to the Warrant(s) being exercised may be made, at the option of the Holder, by the reduction in the principal amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) CMP Where: X = the number of shares of Common Stock to be Debenture issued to the Holder pursuant to this net exercise Y = the Securities Purchase Agreement (or forgiveness of any accrued and unpaid interest thereon, even during a period in which an Event of Default (as defined in the Securities Purchase Agreement) has occurred and is continuing under such Debenture, in an amount equal to the Exercise Price with respect to the number of shares Warrant Shares being purchased; and in such a case, this Warrant shall be accompanied by said Debenture (with the purchase form duly executed) which shall be substituted and replaced by a new Debenture identical in form and content to the original Debenture except that principal amount shall be appropriately reduced to reflect the reduction in the principal amount applicable to the payment of Common Stock purchasable under the Exercise Price with respect to the Warrant or, if only a portion being exercised. If fewer than all of the Warrant is Shares are being exercised, that portion the Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder a new certificate (dated the date hereof) evidencing the balance of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the CompanyShares that remain exercisable.