Common use of Procedure for Exercise of Warrant Clause in Contracts

Procedure for Exercise of Warrant. (a) 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. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) is greater than the Warrant Price as of the day of 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 × (FMV - WP) FMV 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 FMV = the Fair Market Value (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 "Fair Market Value" 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 Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of five trading 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); and (iii) if there is no active public market, the Fair Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) Holder may To exercise this Warrant by delivering in whole or in part, the following Holder shall deliver to the principal office of the Company in accordance with Section 5.1 hereofCompany, at 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, Facsimile No. (000) 000-0000, Attention: Legal Department: (i) a duly executed completed and signed Notice of Exercise in substantially (including the form Substitute Form W-9, which forms a part thereof), as attached hereto as Schedule A, ; (ii) delivery of payment to the Company of the Warrant Exercise Price then in effect for each any manner specified in subsection (c) of the shares being purchased, as designated in the Notice of Exercise, this Section 1.3; and (iii) this Warrant. Payment Upon irrevocable payment in good collected funds of the Warrant aggregate Exercise Price may be in cash, certified or official bank check payable (rounded up to the order nearest cent) for the Warrant Shares being purchased, the Holder shall be deemed to be the holder of record of such Warrant Shares, notwithstanding that the stock transfer books of the Company, Company may then be closed or wire transfer of funds that certificates representing such Warrant Shares may not then be actually delivered to the Company's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchasedHolder. (b) Notwithstanding any provisions herein The Company shall, as promptly as practicable after completion of the actions specified in Section 1.3(a) above (the “Date of Exercise”), and in no event later than three (3) business days after the Date of Exercise, cause to be executed, and deliver to the contrary, if Holder a certificate representing the Fair Market Value (aggregate number of Warrant Shares specified in the Notice of Exercise. Each stock certificate so delivered shall be in such denomination as defined below) is greater than the Warrant Price as of the day of exercise, the Holder may elect to receive, without the payment be requested by the Holder and shall be registered in the name of any additional considerationthe Holder. If this Warrant shall have been exercised only in part, shares the Company shall, at the time of Common Stock equal delivery of said stock certificate or certificates, deliver to the value Holder a new Warrant evidencing the right of the "spread" on Holder to purchase the shares remaining Warrant Shares covered by this Warrant. The Company shall pay all expenses, stock transfer taxes and other charges payable in connection with the preparation, execution and delivery of such stock certificates. (c) The Exercise Price shall be payable (i) in cash or its equivalent, payable by wire transfer of immediately available funds to a bank account specified by the portion thereof being canceledCompany or by certified or bank cashiers’ check in lawful money of the United States of America; or (ii) by presentation and surrender of this Warrant to the Company at the its principal office offices with a written notice of the Company in accordance with Section 5.1Holder’s intention to effect a cashless exercise, together with the Notice including a calculation 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 × (FMV - WP) FMV Where: X = the number of shares of Common Stock to be issued to upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the Holder pursuant to shall surrender this net exercise Y = the Warrant, in whole or in part, for that number of shares of Common Stock purchasable under determined by multiplying the number of Warrant orShares to which such Holder would otherwise be entitled by a fraction, if only a portion the numerator of which shall be the excess of the Warrant is being exercised, that portion of the Warrant requested to be exercised FMV = the Fair then Current Market Value (as of the date of such calculation) of one Price per share of Common Stock WP = over the Warrant Exercise Price, and the denominator of which shall be the then Current Market Price (as adjusted as per share of the date of such calculation) Common Stock. For purposes of this Warrantsubsection (c), “Current Market Price” means, with respect to the "Fair Market Value" of one share of the Company's Common Stock as of a particular date shall be determined as follows: Stock, on any given day, (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock last trade, as reported on such exchange for the five trading days Nasdaq Capital Market (or other comparable system) on the business day immediately prior to the date on which the Holder surrenders this Warrant to the Company for the purposes of exercise indicated in the Notice Cashless Exercise, not identified as having been reported late to such system during regular trading hours, or (ii) if the Common Stock is so traded, but not so reported, the average of Exercise the last bid and ask prices, as those prices are reported on the Nasdaq Capital Market (or if no reported sales took place other comparable system) during regular trading hours on such day, the last date on which any such sales took place business day immediately prior to the date on which the Holder surrenders this Warrant to the Company for the purposes of exercise); the Cashless Exercise, or (iiiii) if traded over-the-counter only and the Common Stock is not listed or authorized for trading on the Nasdaq Stock MarketCapital Market or any comparable system, the Fair Market Value shall be deemed to be the average of the closing bid and asked ask prices as furnished by two members of five trading days immediately prior the National Association of Securities Dealers, Inc. selected from time to time in good faith by the date Board of exercise indicated Directors for that purpose. If the Common Stock is not listed and traded in a manner that the Notice of Exercise (or if no reported sales took place on such dayquotations referred to above are available for the period required hereunder, the last date on which any such sales took place prior Current Market Price per share of Common Stock shall be deemed to the date of exercise); and (iii) if there is no active public market, the Fair Market Value shall be the fair market value per share of the Common Stock as of the date of exercise, such security as determined in good faith by the Board of Directors Directors. For purposes of Rule 144 promulgated under the Company; provided Securities Act, it is intended, understood and acknowledged that any such five trading day period referenced above the Warrant Shares issued in a Cashless Exercise transaction shall be extended deemed to have been acquired by the number of trading days during such Holder, and the holding period on which trading in for the Company's Common Stock is suspendedWarrant Shares shall be deemed to have commenced, by, or not traded on the securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or tradeddate this Warrant was originally issued.

Procedure for Exercise of Warrant. (a) 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 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. (b) . Notwithstanding any provisions herein to the contrary, if the Fair Current Market Value Price (as defined below) is greater than the Warrant Price (at the date of calculation, as of the day of exerciseset 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 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 × (FMV - WP) FMV 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 FMV CMP = the Fair Current Market Value 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 "Fair “Current Market Value" 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 Market, the Fair Current Market Value Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the as of five trading 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 only and but not on the Nasdaq Stock Market, the Fair Current Market Value Price shall be deemed to be the average of the closing bid and asked prices as of five trading 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)Exercise; and (iii) if there is no active public market, the Fair Current Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) 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 ’s 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 purchased. purchased 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 (biii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Fair Current Market Value Price (as defined belowin Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of the day of exerciseexercising 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 = Y × (FMV - WP) FMV 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 FMV = the Fair Market Value (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 "Fair Market Value" shares of one share Common Stock so purchased, registered in the name of the Company's Holder or, subject to compliance with Section 7.2, 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), if 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 as 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 particular date shall be determined as follows: (i) if traded on a national securities exchange or through when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Fair Market Value 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 for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of five trading 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); and (iii) if there is no active public market, the Fair Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or tradedstock transfer books are open.

Procedure for Exercise of Warrant. (a) 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 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 ’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. (b) . Notwithstanding any provisions herein to the contrary, if the Fair Current Market Value Price (as defined below) is greater than the Warrant Price as of the day of 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 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 × (FMV - WP) FMV 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 FMV CMP = the Fair Current Market Value 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 "Fair “Current Market Value" Price” of one share of the Company's ’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 Fair Current Market Value Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the as of five trading 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 only and but not on the Nasdaq Stock SmallCap Market, the Fair Current Market Value Price shall be deemed to be the average of the closing bid and asked prices as of five trading 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)Exercise; and (iiic) if there is no active public market, the Fair Current Market Value 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 any such five trading day period referenced above shall be extended by the number of trading days during such period on which trading in the Company's ’s Common Stock is suspended, by, or not traded on the securities exchange, Nasdaq SmallCap Stock Market or over-the-counter a subsequent market on which the Common Stock is then listed or tradedlisted.

Procedure for Exercise of Warrant. (a) 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. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) is greater than the Warrant Price as of the day of 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 × (FMV - – WP) FMV Where: X = the number of shares of Common Stock to be issued 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 FMV = FMV= the Fair Market Value (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 "Fair Market Value" 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 Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of over the five trading 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); and (iii) if there is no active public market, the Fair Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) 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. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) is greater than the Warrant Price as of the day of 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 × (FMV - WP) FMV Where: X = the number of shares of Common Stock to be issued 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 FMV = the Fair Market Value (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 "Fair Market Value" 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 Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of over the five trading 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); and (iii) if there is no active public market, the Fair Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) 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 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. (b) . Notwithstanding any provisions herein to the contrary, if the Fair Current Market Value Price (as defined below) is greater than the Warrant Price as of the day of 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 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 (FMV - CMP-WP) FMV ------------ 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 FMV CMP = the Fair Current Market Value 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 "Fair Current Market ValuePrice" 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 Fair Current Market Value Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the as of five trading 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 only and but not on the Nasdaq Stock SmallCap Market, the Fair Current Market Value Price shall be deemed to be the average of the closing bid and asked prices as of five trading 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)Exercise; and (iii) if there is no active public market, the Fair Current Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq SmallCap Stock Market or over-the-counter a subsequent market on which the Common Stock is then listed or tradedlisted.

Procedure for Exercise of Warrant. (a) 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 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 ’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. (b) . Notwithstanding any provisions herein to the contrary, if the Fair Current Market Value Price (as defined below) is greater than the Warrant Price as of the day of 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 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 × (FMV - WP) FMV 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 FMV CMP = the Fair Current Market Value 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 "Fair “Current Market Value" Price” of one share of the Company's ’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 Fair Current Market Value Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading (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 only and but not on the Nasdaq Stock Market, the Fair Current Market Value Price shall be deemed to be the average of the closing bid and asked prices as of for the five trading (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)Exercise; and (iiic) if there is no active public market, the Fair Current Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) Holder may exercise Upon the occurrence of a Sale Trigger Event (but only in the event that the Sale Trigger Event occurs on or before the Expiration Date), this Warrant by delivering the following to the principal office of shall be automatically exercised and the Company in accordance with Section 5.1 hereof: shall issue to Holder that number of whole shares of Common Stock (i) a duly executed Notice or, if applicable, the consideration per whole share that holders 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 Common Stock are entitled to receive in the Notice of Exercise, and transaction constituting a Sale Trigger Event) computed using the formula set forth in subsection (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 purchasedbelow. (b) Notwithstanding any provisions herein to Upon the contrary, if the Fair Market Value (as defined below) is greater than the Warrant Price as occurrence of the day of exercisea Qualified IPO, the Holder may elect shall have the right, during the Post-IPO Term, to receive, without the payment by the Holder of exercise this Warrant in whole or in part (but not as to any additional consideration, shares fractional share of Common Stock equal to the value of the "spread" on the shares (or the portion thereof being canceledStock) by surrender delivering to Company at its office referred to in Section 13 hereof at any time and from time to time during the Post-IPO Term of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of ExerciseExercise in the form of Exhibit A attached hereto, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Stock computed using the following formulaformula set forth in subsection (c) below. (c) The formula referred to in subsections (a) and (b) above shall be as follows: X = Y × (FMV - WP) FMV 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 FMV = the Fair Market Value (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) (d) For purposes In the event of any exercise (whether in accordance with subsection (a) or (b) above) of the rights represented by this Warrant, a certificate or certificates for the "Fair Market Value" shares of one share of the Company's Common Stock so purchased (if applicable in the case of an exercise in accordance with subsection (a) above), 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 (15) days after (i) the consummation of a Sale Trigger Event, or (ii) the exercise of such rights in accordance with subsection (b). The person in whose name any certificate for shares of Common Stock is issued upon such exercise shall for all purposes be deemed to have become the holder of record of such shares on the date of the such exercise, irrespective of the date of delivery of such certificate, except that, if traded on 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 Fair Market Value 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 for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of five trading 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); and (iii) if there is no active public market, the Fair Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or tradedstock transfer books are open.

Procedure for Exercise of Warrant. (a) 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. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) is greater than the Warrant Price as of the day of 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 × (FMV - WP) FMV 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 FMV = the Fair Market Value (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 "Fair Market Value" 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 Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of five trading 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); and (iii) if there is no active public market, the Fair Market Value 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 Shares that any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or tradedremain exercisable.

Procedure for Exercise of Warrant. (a) 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. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) is greater than the Warrant Price as of the day of 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 × (FMV - WP) FMV 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 FMV = the Fair Market Value (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 "Fair Market Value" 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 Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of five trading 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); and (iii) if there is no active public market, the Fair Market Value 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 Shares that any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or tradedremain exercisable.

Procedure for Exercise of Warrant. (a) 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 ’s 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 (biii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Fair Current Market Value Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of the day of exerciseexercising 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 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 (FMV - CMP-WP) FMV Where: X = CMP 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 FMV = the Fair Market Value (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 "Fair Market Value" 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 Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of five trading 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); and (iii) if there is no active public market, the Fair Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) 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 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. (b) . Notwithstanding any provisions herein to the contrary, if the Fair Current Market Value Price (as defined below) is greater than the Warrant Price (at the date of calculation, as of the day of exerciseset 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 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 × (FMV - WP) FMV 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 FMV CMP = the Fair Current Market Value 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 "Fair “Current Market Value" 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 Market, the Fair Current Market Value Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the as of five trading 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 only and but not on the Nasdaq Stock Market, the Fair Current Market Value Price shall be deemed to be the average of the closing bid and asked prices as of five trading 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)Exercise; and (iii) if there is no active public market, the Fair Current Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) 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. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) is greater than the Warrant Price as of the day of 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 × (FMV - WP) FMV 1 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 FMV = the Fair Market Value (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 "Fair Market Value" 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 Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of five trading 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); and (iii) if there is no active public market, the Fair Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) Holder may exercise The rights represented by this Warrant may be exercised by delivering the following holder in whole, or from time to time in part, by the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice surrender of this Warrant, accompanied by an Exercise Form in substantially the form attached as Schedule Aof Exhibit A hereto --------- (the "Exercise Form") duly executed by the holder and specifying the number of Warrant Shares to be purchased, and (ii) payment delivery of payment, for the account of the Warrant Price then in effect for each Company, of the shares being purchasedpurchase price for the number of Warrant Shares specified in the Exercise Form (in the amount of the Exercise Price, as designated then adjusted, for the number of Warrant Shares specified in the Notice of ExerciseExercise Form), and which shall be payable either (iiiA) this Warrant. Payment of the Warrant Price may be in cash, , (B) by certified check or official bank cashier's 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) Company in the amount of such purchase price, (C) by delivery to GeoSystems of common stock, including any common stock issuable upon the exercise of this Warrant (it being the intention of the parties hereto to permit so-called "cashless exercises" of the Warrant Price by simultaneous exercise of the Warrant and issuances of common stock thereunder having a fair market value (determined in accordance with Section 3.1(b) of this Warrant) equal to and applied as payment for each share being purchasedsuch purchase price, otherwise known as "net securities issues"), or (D) by an combination of the methods of payment described in (A) through (C) above, to Geosystems at its principal office (or such other office or agency of GeoSystems as GeoSystems any designate by notice to the holder), during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to closed in Lancaster, Pennsylvania, at any time permitted under the terms of this Warrant. (b) Notwithstanding any provisions herein to The "fair market value" of common stock shall be calculated, in connection with the contraryoperation of Section 3.l(a)(ii)(C) above, if at the Fair Market Value (as defined below) is greater than the Warrant Price as time of the day of a cashless exercise, by an independent reputable appraisal firm satisfactory to GeoSystems and the Holder may elect holder(s) engaged in such cashless exercise. The fees, expenses and other costs of such appraisal firm to receivemake the valuations described shall by paid by GeoSystems; provided, 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 × (FMV - WP) FMV 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 exercisedhowever, that portion if more than one such valuation in any twelve (12) month period is required because of the Warrant requested to be exercised FMV = the Fair Market Value (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 Warrantcashless exercises, the "Fair Market Value" of one share of holder(s) exercising in such excess cashless exercises (occurring after the Company's Common Stock as of a particular date first cashless exercise with such twelve month period) shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Marketpay such fees, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on expenses and other costs in connection with such exchange for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of five trading 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); and (iii) if there is no active public market, the Fair Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or tradedexcess cashless exercises.

Procedure for Exercise of Warrant. (a) 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 account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. , and (biii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Fair Current Market Value Price (as defined belowin Section 5) is greater than the Warrant Price as of (at the day date of exercise, 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 (FMV - CMP-WP) FMV Where: X = -------------- CMP 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 FMV = the Fair Market Value (as of at the date of such calculationexercise) CMP equals the Current Market Price (at the date of one share of Common Stock exercise) WP = equals the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the "Fair Market Value" 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 Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading 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 only and 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 Fair Market Value 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 trading days immediately prior to business on 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); and (iii) if there is no active public market, the Fair Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or tradedstock transfer books are open.

Procedure for Exercise of Warrant. (a) 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 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. (b) . Notwithstanding any provisions herein to the contrary, if the Fair Current Market Value Price (as defined below) is greater than the Warrant Price (at the date of calculation, as of the day of exerciseset 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 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 × (FMV - WP) FMV 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 FMV CMP = the Fair Current Market Value 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 "Fair “Current Market Value" 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 Market, the Fair Current Market Value Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the as of five trading 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 only and but not on the Nasdaq Stock Market, the Fair Current Market Value Price shall be deemed to be the average of the closing bid and asked prices as of five trading 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)Exercise; and (iii) if there is no active public market, the Fair Current Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) 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 account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. , and (biii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Fair Current Market Value Price (as defined belowin Section 5) is greater than the Warrant Price as of (at the day date of exercise, 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 × (FMV - CMP-WP) FMV Where: X = -------------- CMP 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 FMV = the Fair Market Value (as of at the date of such calculationexercise) CMP equals the Current Market Price (at the date of one share of Common Stock exercise) WP = equals the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the "Fair Market Value" 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 Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading 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 only and 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 Fair Market Value 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 trading days immediately prior to business on 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); and (iii) if there is no active public market, the Fair Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or tradedstock transfer books are open.

Procedure for Exercise of Warrant. (a) 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 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. (b) . Notwithstanding any provisions herein to the contrary, if the Fair Current Market Value Price (as defined below) is greater than the Warrant Price (at the date of calculation, as of the day of exerciseset 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 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 (FMV - CMP-WP) FMV / 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 FMV CMP = the Fair Current Market Value 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 "Fair Current Market ValuePrice" 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 Market, the Fair Current Market Value Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the as of five trading 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 only and but not on the Nasdaq Stock Market, the Fair Current Market Value Price shall be deemed to be the average of the closing bid and asked prices as of five trading 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)Exercise; and (iii) if there is no active public market, the Fair Current Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) 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 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. (b) . Notwithstanding any provisions herein to the contrary, if the Fair Current Market Value Price (as defined below) is greater than the Warrant Price (at the date of calculation, as of the day of exerciseset 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 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 (FMV - CMP-WP) FMV ------------ 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 FMV CMP = the Fair Current Market Value 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 "Fair Current Market ValuePrice" 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 Market, the Fair Current Market Value Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the as of five trading 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 only and but not on the Nasdaq Stock Market, the Fair Current Market Value Price shall be deemed to be the average of the closing bid and asked prices as of five trading 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)Exercise; and (iii) if there is no active public market, the Fair Current Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) 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. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) is greater than the Warrant Price as of the day of 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 × (FMV - WP) FMV 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 FMV = the Fair Market Value (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 "Fair Market Value" 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 Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of five trading 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); and (iii) if there is no active public market, the Fair Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) Holder may To exercise this Warrant by delivering in whole or in part, the following Holder shall deliver to the Company, at its principal executive office (or such other office of the Company in accordance with Section 5.1 hereof: the United States as the Company may designate by notice in writing to the Holder) on or prior to 5:00 p.m. local Miami, Florida time on the Expiration Date, (i) a duly executed Notice the Warrant Certificate attached hereto completed to specify the type and number of Exercise in substantially Warrant Securities as to which the form attached as Schedule AHolder is electing to exercise under this Warrant, (ii) payment consideration in an amount equal to the aggregate Exercise Price of the Warrant Price then in effect for each of the shares Securities being purchased, as designated in the Notice consisting of Exercise, and (iiiA) this Warrant. Payment of the Warrant Price may be in cash, cash or a certified or official bank check check, payable to the order of the Company, or wire transfer (B) cancellation by the Holder of funds indebtedness of the Company to the Company's account Holder, or (or any C) a combination of any (A) and (B) above, and (iii) if this Warrant is being exercised in whole or the last fraction of the foregoing) in the amount of the this Warrant Price for each share is being purchasedexercised, this Warrant. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one share of the Warrant Securities for which this Warrant is being exercised is greater than the Exercise Price for one share of such Warrant Price Securities (determined at the date of calculation, as set forth below), in lieu of the day of exerciseexercising this Warrant for cash, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock such Warrant Securities 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 in accordance with Section 5.1Company, together with the Notice of Exerciseproperly endorsed Warrant Certificate, substantially in the form as attached hereto, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock such Warrant Securities computed using the following formula: X WS = Y × WSP x (FMV-EP) -------------- FMV - WP) FMV WhereWHERE: X = WS equals the number of shares of Common Stock the applicable Warrant Securities to be issued to the Holder pursuant to this net exercise Y = Holder; WSP equals the number of shares of Common Stock the applicable Warrant Securities 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 such calculation); FMV = equals the Fair Market Value fair market value of one share of the applicable Warrant Securities being exercised (at the date of such calculation); and EP equals the per share Exercise Price of the applicable Warrant Securities (as of adjusted to the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) Warrant. For purposes of this Warrantthe above calculation, the fair market value ("Fair Market Value" FMV") of one share of the Company's Common Stock as of a particular date Warrant Securities shall be determined as follows: in accordance with the provisions of Section 2.3 hereof. Notwithstanding the foregoing, where there exists a public market for the Class A Common Stock at the time of such exercise, the FMV per share of (i) if traded on a national securities exchange Class A Common Stock or through the Nasdaq Class B Common Stock Market, the Fair Market Value shall be deemed equal to be the volume weighted average trading price of the Common Stock on such exchange for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices of the Class A Common Stock quoted in the Over-The-Counter Market Summary or the average of the last reported sale price of the Class A Common Stock or the closing price quoted on the Nasdaq National Market System or on any exchange on which the Class A Common Stock is listed, whichever is applicable, as of published in The Wall Street Journal for the five (5) trading days immediately prior to the date of exercise indicated determination of the FMV, and (ii) Series B Preferred Stock shall be equal to the FMV of one share of Class B Common Stock, calculated as set forth in clause (i) above, multiplied by the Notice then effective Series B Conversion Ratio. Upon receipt of Exercise (or if no reported sales took place on such daythe Warrant Certificate, the last date on which any consideration, if any, and the Warrant, as applicable, the Holder shall be deemed to be the holder of record of the Warrant Securities issuable upon such sales took place prior exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Securities shall not then be actually delivered to the date Holder, and the Company shall, as promptly as practicable, and in any event within five (5) business days thereafter, execute or cause to be executed and delivered to the Holder, or as the Holder may direct, a certificate or certificates representing the aggregate number of exercise); and (iii) if there is no active public marketshares of Warrant Securities specified in said Warrant Certificate. Each stock certificate so delivered shall be in such denomination as may be requested by the Holder. If this Warrant shall have been exercised only in part, the Fair Market Value Company shall, at the time of delivery of said stock certificate or certificates, deliver to the Holder a certificate evidencing the fraction of this Warrant which remains exercisable. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section 2.2, except that, in case such stock certificates shall be registered in a name or names other than the fair market value name of the Common Stock as Holder, funds sufficient to pay all stock transfer taxes, which shall be payable upon the execution and delivery of the date of exercisesuch stock certificate or certificates, as determined in good faith shall be paid by the Board Holder to the Company at the time of Directors of delivering this Warrant to the Company; provided that any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or tradedCompany as mentioned above.

Procedure for Exercise of Warrant. (a) 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 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 ’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. (b) . Notwithstanding any provisions herein to the contrary, if the Fair Current Market Value Price (as defined below) is greater than the Warrant Price as of the day of 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 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 (FMV - CMP-WP) FMV 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 FMV CMP = the Fair Current Market Value 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 "Fair “Current Market Value" Price” of one share of the Company's ’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 Fair Current Market Value Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading (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 only and but not on the Nasdaq Stock Market, the Fair Current Market Value Price shall be deemed to be the average of the closing bid and asked prices as of for the five trading (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)Exercise; and (iiic) if there is no active public market, the Fair Current Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) The Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 4.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, Exhibit A and (ii) this Warrant. If the Notice of Exercise delivered to the Company indicates that the Holder has elected to exercise this Warrant by paying the exercise price in cash, and if the Fair Market Value (as defined in Section 1.2(b)) is greater than the Warrant Price as of the day of exercise, then the Company may elect to require the Holder to exercise this Warrant using the net exercise method set forth in Section 1.2(b) if the Company provides written notice to the Holder (in accordance with Section 4.1) within five business days following its receipt of the Notice of Exercise (a “Company Net Exercise Election”). If the Holder has elected to pay the exercise price of this Warrant in cash and the Company fails to make a timely Company Net Exercise Election, the Holder may, after such fifth business day, deliver 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. (b) Notwithstanding any provisions herein to the contrary, if If the Fair Market Value (as defined below) is greater than the Warrant Price as of the day of exercise, the Holder may elect to receive, or if the Company makes a Company Net Exercise Election, the Holder will receive, without the payment by the Holder of any additional considerationconsideration and subject to the provisions of Section 1.2(c), 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 5.14.1, 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 × (FMV - WP) FMV Where: X = the number of shares of Common Stock to be issued 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 FMV = the Fair Market Value (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 "“ Fair Market Value" ” 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 Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the most recent five trading 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)Exercise; (ii) if traded over-the-counter only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of over the most recent five trading 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)Exercise; and (iii) if there is no active public market, the Fair Market Value 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 provided, that any such five trading day period referenced above shall be extended by the number of trading days during such period on which trading in the Company's ’s Common Stock is suspended, suspended by, or not traded on on, the securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded. (c) If either the Holder or the Company elects that this Warrant will be exercised using the net exercise method set forth in Section 1.2(b), then the Company, at its option, may further elect, in connection with such net exercise, to (i) issue to the Holder the number of shares of Common Stock that would be issuable pursuant to Section 1.2(b) or (ii) pay to the Holder a cash amount equal to the Fair Market Value of the number of shares of Common Stock that otherwise would be issuable pursuant to Section 1.2(b) (the “Cash Spread”).

Procedure for Exercise of Warrant. (a) The Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 4.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, Exhibit A and (ii) this Warrant. If the Notice of Exercise delivered to the Company indicates that the Holder has elected to exercise this Warrant by paying the exercise price in cash, and if the Fair Market Value (as defined in Section 1.2(b)) is greater than the Warrant Price as of the day of exercise, then the Company may elect to require the Holder to exercise this Warrant using the net exercise method set forth in Section 1.2(b) if the Company provides written notice to the Holder (in accordance with Section 4.1) within five business days following its receipt of the Notice of Exercise (a “Company Net Exercise Election”). If the Holder has elected to pay the exercise price of this Warrant in cash and the Company fails to make a timely Company Net Exercise Election, the Holder may, after such fifth business day, deliver 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. (b) Notwithstanding any provisions herein to the contrary, if If the Fair Market Value (as defined below) is greater than the Warrant Price as of the day of exercise, the Holder may elect to receive, or if the Company makes a Company Net Exercise Election, the Holder will receive, without the payment by the Holder of any additional considerationconsideration and subject to the provisions of Section 1.2(c), 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 5.14.1, 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 × (FMV - WP) FMV 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 FMV = the Fair Market Value (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 "Fair Market Value" 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 Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of five trading 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); and (iii) if there is no active public market, the Fair Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.:

Procedure for Exercise of Warrant. Warrants may --------------------------------- be exercised prior to 5:00 p.m. EST on February 28, 2007 (athe "Expiration Date") Holder at the Exercise Price. The Warrants may exercise this be exercised by surrendering Warrant by delivering the following Certificate(s) representing Warrants to be exercised to the principal office of the Company at its address set forth in accordance with Section 5.1 4.5 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. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) is greater than the Warrant Price as of the day of 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 ExerciseElection to Purchase duly completed and executed, accompanied by payment in which event full, as set forth below, to the Company of the Exercise Price for each Warrant Share purchased on exercise of Warrants. Such Exercise Price shall issue be paid either (i) by cash or a certified check or a wire transfer in same day funds in an amount equal to the Holder hereof Exercise Price multiplied by the number of Warrant Shares then being purchased; (ii) by surrendering to the Company a number of shares of Common Stock computed using having a Fair Market Value (defined below) as measured on the following formula: X = Y × date of exercise equal to the Exercise Price for the number of exercised Warrant Shares; or (FMV - WPiii) FMV 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 FMV = the Fair Market 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 "Fair Market Value" 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 Market, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value 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 (5) trading days immediately prior to preceding such date, or (ii) if the date of exercise indicated in NNM is not the Notice of Exercise (or if no reported sales took place on such dayprincipal trading market for the specified security, the average of the last date reported sale prices on which any such sales took place prior to the date of exercise); and 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 Fair Market 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, as determined in good faith by the Board of Directors of the Company; provided that any such five trading day period referenced above shall be extended by the number of trading days during such period on which trading in the Company's Common Stock such Warrant is suspended, by, or not traded on the securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or tradedexercised as provided herein.

Procedure for Exercise of Warrant. (a) Holder may exercise The rights represented by this Warrant may be exercised by delivering the following holder in whole, or from time to time in part, by the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice surrender of this Warrant, accompanied by an Exercise Form in substantially the form attached as Schedule Aof Exhibit A hereto --------- (the "Exercise Form") duly executed by the holder and specifying the number of Warrant Shares to be purchased, and (ii) payment delivery of payment, for the account of the Warrant Price then in effect for each Company, of the shares being purchasedpurchase price for the number of Warrant Shares specified in the Exercise Form (in the amount of the Exercise Price, as designated then adjusted, for the number of Warrant Shares specified in the Notice of ExerciseExercise Form), and which shall be payable either (iiiA) this Warrant. Payment of the Warrant Price may be in cash, , (B) by certified check or official bank cashier's 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) Company in the amount of such purchase price, (C) by delivery to GeoSystems of common stock, including any common stock issuable upon the exercise of this Warrant (it being the intention of the parties hereto to permit so-called "cashless exercises" of the Warrant Price by simultaneous exercise of the Warrant and issuances of common stock thereunder having a fair market value (determined in accordance with Section 3.1(b) of this Warrant) equal to and applied as payment for each share being purchasedsuch purchase price, otherwise known as "net securities issues"), or (D) by a combination of the methods of payment described in (A) through (C) above to Geosystems at its principal office (or such other office or agency of GeoSystems as GeoSystems may designate by notice to the holder), during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to closed in Lancaster, Pennsylvania, at any time permitted under the terms of this Warrant. (b) Notwithstanding any provisions herein to The "fair market value" of common stock shall be calculated, in connection with the contraryoperation of Section 3.1(a)(ii)(C) above, if at the Fair Market Value (as defined below) is greater than the Warrant Price as time of the day of a cashless exercise, by an independent reputable appraisal firm satisfactory to GeoSystems and the Holder may elect holder(s) engaged in such cashless exercise. The fees, expenses and other costs of such appraisal firm to receivemake the valuations described shall by paid by GeoSystems; provided, 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 × (FMV - WP) FMV 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 exercisedhowever, that portion if more than one such valuation in any twelve (12) month period is required because of the Warrant requested to be exercised FMV = the Fair Market Value (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 Warrantcashless exercises, the "Fair Market Value" of one share of holder(s) exercising in such excess cashless exercises (occurring after the Company's Common Stock as of a particular date first cashless exercise with such twelve month period) shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Marketpay such fees, the Fair Market Value shall be deemed to be the volume weighted average trading price of the Common Stock on expenses and other costs in connection with such exchange for the five trading 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 only and not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices as of five trading 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); and (iii) if there is no active public market, the Fair Market Value 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 any such five trading day period referenced above 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 securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or tradedexcess cashless exercises.