Common use of Procedure for Exercise of Warrant Clause in Contracts

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this The Warrant may be exercised in --------------------------------- whole or in part (but not during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by Holder or by Holder's duly authorized attorney-in-fact, at the principal office of the Company or at such other office or agency in the United States as the Company may designate by notice in writing to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to accompanied by payment in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise full, in the form attached hereto; (ii) cash, bank cashier's check or certified or official bank check payable to the order of the Company, wire transfer of funds the Exercise Price payable in respect of the Warrant Shares being exercised. In addition to payments of the Exercise Price by cash or said checks, payment of the Exercise Price with respect to the Company's accountWarrants being exercised may be made, at the option of the Holder, by the reduction in the principal amount of the Debenture (the "Debenture") issued to --------- the Holder pursuant to the Debenture Purchase Agreement, dated as of February 25, 1997, by and between the Company and the Holder (the "Debenture Purchase ------------------ Agreement") (or evidence forgiveness of any indebtedness accrued and unpaid interest thereon, whether --------- or not payment of such interest has been suspended pursuant to the provisions of such Debenture), even during a period in which an Event of Default (as defined in the Debenture Purchase Agreement) has occurred and is continuing under such Debenture, in an amount equal to the Exercise Price with respect to the Warrant being exercised; 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 the Exercise Price with respect to the Warrant being exercised. If fewer than all of the Warrant Shares are being exercised, the Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder a new certificate (or any combination of any of dated the foregoingdate hereof) in evidencing the amount balance of the Warrant Price for each share being purchased; (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents Shares that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrantremain exercisable.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of Exhibit A attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence cancellation of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of Company referred to in Section 14 hereof, together with the Notice of Exercise, in which event Company shall issue to Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) ------------------- CMP Where CS equals the number of shares of Common Stock to be issued to Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along Holder shall have complied with the documentation required by conditions for exercise of this Section 3.1) and payment of the Warrant Price and any applicable taxes was madeset forth above, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 11 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of Exhibit A attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) ’s account 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 (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. 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 or, subject to compliance with Section 6.2, such other name or names of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along Holder shall have complied with the documentation required by conditions for exercise of this Section 3.1) and payment of the Warrant Price and any applicable taxes was madeset forth above, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Preferred Stock), the Holder shall deliver to the Company at its office referred to in Section 14 11 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) of one share of Common Stock is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 11 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Preferred Stock computed using the following formula: PS = WPS x (CMP-WP) -------------- CMP Where PS equals the number of shares of Preferred Stock to be issued to the Holder WPS equals the number of shares of Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price of one share of Common Stock (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Preferred Stock so purchased, registered in the name of the Holder or such other name or names of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 Preferred Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this The Warrant may be exercised in whole or in part (but not during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by Holder or by Holder's duly authorized attorney-in-fact, at the principal office of the Company or at such other office or agency in the United States as the Company may designate by notice in writing to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to accompanied by payment in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise full, in the form attached hereto; (ii) cash, bank cashier's check or certified or official bank check payable to the order of the Company, wire transfer of funds the Exercise Price payable in respect of the Warrant Shares being exercised. In addition to payments of the Exercise Price by cash or said checks, payment of the Exercise Price with respect to the Company's accountWarrants being exercised may be made, or evidence of any indebtedness at the option of the Company to Holder, by the Holder (or any combination of any of the foregoing) reduction in the principal amount of the Warrant Price for each share being purchased; (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto Debenture (the "Stockholders AgreementDebenture"); and (iv) this Warrant. 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 pursuant to the Debenture Purchase Agreement, dated as of February 25, 1997, by and between the Company and the Holder (the "Debenture Purchase Agreement") (or forgiveness of any accrued and unpaid interest thereon, whether or not payment of such time. The person interest has been suspended pursuant to the provisions of such Debenture), even during a period in whose name any certificate for shares which an Event of Common Stock Default (as defined in the Debenture Purchase Agreement) has occurred and is issued upon exercise of continuing under such Debenture, in an amount equal to the Exercise Price with respect to the Warrant being exercised; and in such a case, this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered accompanied by said Debenture (along with the documentation required purchase form duly executed) which shall be substituted and replaced by this Section 3.1) 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 the Exercise Price with respect to the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openbeing exercised. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise If fewer than all of the Warrant by Shares are being exercised, the Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder in accordance with a new certificate (dated the terms date hereof) evidencing the balance of the WarrantWarrant Shares that remain exercisable.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Warrant Holder shall deliver to the Company Parent at its office referred to in Section 14 hereof 10 at any time (the “Exercise Date”) and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of Exhibit A attached hereto; , (ii) cash, certified or official bank check payable to the order of the CompanyParent, wire transfer of funds to the Company's Parent’s account, or evidence cancellation of any indebtedness of the Company Parent to the Warrant Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. In Notwithstanding any provisions herein to the contrary, if the Current Market Value is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Warrant Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of Parent referred to in Section 10 hereof, together with the Notice of Exercise, in which event Parent shall issue to Warrant Holder that number of whole shares of Common Stock computed using the following formula: CS equals the number of shares of Common Stock to be issued to Warrant Holder WCS equals the Adjusted Warrant Number or, if only a portion of the Warrant is being exercised, the Adjusted Warrant Number for the portion of the Warrant being exercised (at the date of such calculation) CMV equals the Current Market Value (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) This Warrant shall be exercised by the Warrant Holder by the surrender of this Warrant to Parent at any time during usual business hours at Parent’s principal place of business, accompanied by written notice, substantially in the form of Exhibit A attached hereto, that the Warrant Holder elects to exercise all or a portion of this Warrant and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by Parent) by a written instrument or instruments of transfer in form reasonably satisfactory to Parent duly executed by the Warrant Holder or its duly authorized attorney. Upon exercise of the rights represented by this Warrant, a Parent shall deliver to Warrant Holder the certificate or certificates for the shares of Common Series B Preferred Stock so purchased, registered in the name of the Holder or such other name or names of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof purchased within a reasonable time 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, days specified in Rule 15c6-1 under the Exchange Act with respect to which this Warrant shall not then have been exercised shall also be issued open market transactions; provided that immediately prior to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which Exercise Date, the stock transfer books are open. The Company represents exercising Warrant Holder shall be deemed to be the holder of record of the shares of Common Stock, as applicable, issuable upon exercise of this Warrant, notwithstanding that the stock transfer books share register of Parent shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Person. Immediately prior to the close of business on the Exercise Date, all rights with respect to this Warrant so exercised, including the rights, if any, to receive notices, will terminate (in the case of a partial exercise, to the extent of the Company will not be closed portion of this Warrant so as to unreasonably interfere with exercised), except only the timely exercise rights of the Warrant by Holder to (i) receive certificates for the number of shares of Common Stock, into which this Warrant has been exercised; and (ii) exercise the rights to which the Warrant Holder in accordance with the terms is entitled as a holder of the WarrantCommon Stock.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 10 hereof at any time and from time to time during the Term of this WarrantTerm: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of immediately available funds to the Company's account, or evidence of any indebtedness the principal amount of the Company Holder's Note, together with a written instrument satisfactory to the Holder Company evidencing the cancellation of such indebtedness or a portion thereof being applied to the Warrant Price (or any combination of any of the foregoing) in the amount of the Warrant Price for each share Warrant Share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. 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 in the name or names of permitted transferees under this Agreement as may be designated by the Holderassignees, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To (a) 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 shall be automatically exercised and the Company shall issue to Holder that number of whole shares of Common Stock (or, if applicable, the consideration per whole share that holders of Common Stock are entitled to receive in the transaction constituting a Sale Trigger Event) computed using the formula set forth in subsection (d) below. (b) If the Exercise Event is a Qualified IPO, then upon the occurrence of a Qualified IPO, the Holder shall have the right, during the Post-Exercise Event Term, to exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver ) by delivering to the Company at its office referred to in Section 14 13 hereof at any time and from time to time during the Post-Exercise Event Term of this Warrant: (i) Warrant the Notice of Exercise in the form of Exhibit A attached hereto; . In such event of a Qualified IPO, this Warrant shall be exercisable, in the aggregate for all exercises of this Warrant, for an aggregate of up to that number of whole shares of Common Stock computed using the formula set forth in subsection (iid) below or, if the Holder elects to pay the Warrant Price in cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount shall receive, against such payment of the Warrant Price for each Price, the full number of whole shares of Common Stock issuable upon such exercise. (c) If the Exercise Event is the occurrence of the Tranche 3 Loan Drawdown, then upon the occurrence of the Tranche 3 Loan Drawdown the Holder shall have the right, during the Post-Exercise Event Term, to exercise this Warrant in whole or in part (but not as to any fractional share being purchased; (iiiof Common Stock) an executed Stockholders Agreement by delivering to Company at its office referred to in Section 13 hereof at any time and from time to time during the Post-Exercise Event Term of this Warrant the Notice of Exercise in the form attached in of Exhibit A hereto attached hereto. In such event of the occurrence of the Tranche 3 Loan Drawdown, this Warrant shall be exercisable, in the aggregate for all exercises of this Warrant, for an aggregate of up to 2,768,744 whole shares of Common Stock. (the "Stockholders Agreement"); d) The formula referred to in subsections (a) and (ivb) this Warrant. above shall be as follows: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) (e) In the event of any exercise (whether in accordance with subsections (a), (b) or (c) above) of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchasedpurchased (if applicable in the case of an exercise in accordance with subsection (a) above), registered in the name of the Holder or or, subject to compliance with Section 7.2, such other name or names of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time time, not exceeding fifteen (15) days after (i) the consummation of a Sale Trigger Event, or (ii) the exercise of such rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares in accordance with subsections (except a remaining fractional shareb) or (c), 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 is issued upon such exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was madesuch exercise, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To Holder may exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), by delivering the Holder shall deliver following to the principal office of the Company at its office referred to in accordance with Section 14 hereof at any time and from time to time during the Term of this Warrant5.1 hereof: (i) the a duly executed Notice of Exercise in substantially the form attached hereto; 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 evidence of any indebtedness of the Company to the Holder account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; . Notwithstanding any provisions herein to the contrary, if the Current Market Price (iiias defined below) an executed Stockholders Agreement in is greater than the form attached in Exhibit A hereto Warrant Price (at the "Stockholders Agreement"date of calculation, as set forth below); and (iv) this Warrant. In , the event Holder may elect to receive, without the payment by the Holder of any exercise of the rights represented by this Warrantadditional consideration, a certificate or certificates for the shares of Common Stock so purchased, registered in equal to the name value of the Holder "spread" on the Shares (or such other name or names the portion thereof being canceled) by surrender of permitted transferees under this Agreement as may be designated by Warrant at the Holderprincipal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall be delivered issue to the Holder hereof within a reasonable time after number of shares of Common Stock computed using the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing following formula: X = Y x (CMP-WP) ------------ CMP Where: X = the number of shares (except a remaining fractional share), if any, with respect of Common Stock 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 pursuant to this net exercise Y = the number of shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which purchasable under the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price and any applicable taxes was made, irrespective (as of the date of delivery such calculation) of such certificate, except that, if one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such surrender and payment is calculation) For purposes of this Warrant, the "CURRENT MARKET PRICE" of one share of Common Stock as of a particular date when shall be determined as follows: (i) if traded on a national securities exchange or through the stock transfer books of Nasdaq Stock Market, the Company are closed, such person Current Market Price shall be deemed to have become be the holder volume weighted average trading price of the Common Stock on such shares at exchange as of five business days immediately prior to the close date of business exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the next succeeding last date on which any such sales took place prior to the stock transfer books are open. The Company represents that date of exercise); (ii) if traded over-the-counter but not on the stock transfer books Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the Company will not closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be closed so as to unreasonably interfere with the timely exercise fair market value of the Warrant Common Stock as of the date of exercise, as determined in good faith by the Holder in accordance with the terms Board of Directors of the WarrantCompany.

Procedure for Exercise of Warrant. (a) To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock)part, the Holder shall deliver to the Company Company, at its office referred to in Section 14 hereof at any time and from time to time during 1600 Harbor Bay Parkway, Alameda, California 94502, Facsimile No. (___) ___-____, Xxxxxxxxx: _________, xx xxx xxxx xxxxx xx the Term of this WarrantExpiration Date: (i) the a completed and signed Notice of Exercise in (including the form Substitute Form W-9, which forms a part thereof), as attached heretohereto as Schedule A; (ii) cash, cash or a certified or official bank check check, payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant aggregate Exercise Price for each share the Warrant Shares being purchased; and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. In the event of any exercise Upon irrevocable payment in good collected funds of the rights represented by this Warrant, a certificate or certificates aggregate Exercise Price (rounded up to the nearest cent) for the shares of Common Stock so Warrant Shares being purchased, registered in the name of the Holder or such other name or names of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become be the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was madeShares, irrespective of the 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 have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents notwithstanding that the stock transfer books of the Company will not may then be closed so or that certificates representing such Warrant Shares may not then be actually delivered to the Holder. (b) The Company shall, as to unreasonably interfere with the timely exercise promptly as practicable after completion of the actions specified in Section 1.3(a) above, and in no event later than five (5) business days after the completion of such actions, cause to be executed, and deliver to the Holder a certificate representing the aggregate number of Warrant Shares specified in the Notice of Exercise. Each stock certificate so delivered shall be in such denomination as may be requested by the Holder and shall be registered in accordance the name of the Holder. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said stock certificate or certificates, deliver to the Holder a new Warrant evidencing the right of the Holder to purchase the remaining Warrant Shares covered by this Warrant. The Company shall pay all expenses, stock transfer taxes and other charges payable in connection with the terms preparation, execution and delivery of the Warrantsuch stock certificates.

Procedure for Exercise of Warrant. To exercise Exercise of the purchase rights represented by this Warrant may be made, in whole or in part part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (but not or such other office or agency of the Company as it may designate by notice in writing to any fractional share the registered Holder at the address of Common Stock)the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company at its office referred until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to in Section 14 hereof at any time and from time to time during the Term Company for cancellation within three (3) Trading Days of this Warrant: (i) the date the final Notice of Exercise in the form attached hereto; (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds is delivered to the Company's account, or evidence . Partial exercises of any indebtedness this Warrant resulting in purchases of a portion of the Company total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder (or any combination of any of and the foregoing) in the amount of the Warrant Price for each share being purchased; (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. 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 of permitted transferees under this Agreement as may be designated by the Holder, Company shall be delivered to the Holder hereof within a reasonable time after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing maintain records showing 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) Shares purchased and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openpurchases. The Company represents that the stock transfer books shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Company will not be closed so as to unreasonably interfere with provisions of this paragraph, following the timely exercise purchase of a portion of the Warrant by Shares hereunder, the Holder in accordance with number of Warrant Shares available for purchase hereunder at any given time may be less than the terms of amount stated on the Warrantface hereof.

Procedure for Exercise of Warrant. To exercise this Warrant in whole --------------------------------- or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as provided above permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence cancellation of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time time, not exceeding twenty (20) 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock)Warrant, the Holder shall deliver to the Company at its principal office referred to in Section 14 11 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (( or any combination of any of the foregoing) in the amount of the Warrant Price for each share then being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this the Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. 4. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise Section 2 of the Warrant shall be amended by adding the Holder in accordance with the terms of the Warrant.following as new subsections 2.4 and 2.5:

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warranttime: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's ’s account, or evidence cancellation of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. (a) To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock)part, the Holder shall deliver to the Company Company, at its office referred to in Section 14 hereof 0000 Xxxxxx Xxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, Facsimile No. (000) 000-0000, Attention: Chief Financial Officer, at any time and from time prior to time during the Term of this WarrantExpiration Date: (i) the a completed and signed Notice of Exercise in (including the form Substitute Form W-9, which forms a part thereof), as attached heretohereto as Schedule A; (ii) cash, cash or a certified or official bank check check, payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant aggregate Exercise Price for each share the Warrant Shares being purchased; and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. In the event of any exercise Upon irrevocable payment in good collected funds of the rights represented by this Warrant, a certificate or certificates aggregate Exercise Price (rounded up to the nearest cent) for the shares of Common Stock so Warrant Shares being purchased, registered in the name of the Holder or such other name or names of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become be the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was madeShares, irrespective of the 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 have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents notwithstanding that the stock transfer books of the Company will not may then be closed so or that certificates representing such Warrant Shares may not then be actually delivered to the Holder. (b) The Company shall, as to unreasonably interfere with the timely exercise promptly as practicable after completion of the actions specified in Section 1.3(a) above, and in no event later than five (5) business days after the completion of such actions, cause to be executed, and deliver to the Holder a certificate representing the aggregate number of Warrant Shares specified in the Notice of Exercise. Each stock certificate so delivered shall be in such denomination as may be requested by the Holder and shall be registered in accordance the name of the Holder. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said stock certificate or certificates, deliver to the Holder a new Warrant evidencing the right of the Holder to purchase the remaining Warrant Shares covered by this Warrant. The Company shall pay all expenses, stock transfer taxes and other charges payable in connection with the terms preparation, execution and delivery of the Warrantsuch stock certificates.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common StockWarrant Share), the Warrant Holder shall deliver to the Company Parent at its office referred to in Section 14 hereof 8 at any time (the “Exercise Date”) and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of Exhibit A attached hereto; , (ii) cash, certified or official bank check payable to the order of the CompanyParent, wire transfer of funds to the Company's Parent’s account, or evidence cancellation of any indebtedness of the Company Parent to the Warrant Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. In Notwithstanding any provisions herein to the contrary, if the Current Market Value is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Warrant Holder may elect to receive shares of Conversion Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of Parent referred to in Section 8, together with the Notice of Exercise, in which event Parent shall issue to Warrant Holder that number of any exercise whole Warrant Shares computed using the following formula: PS equals the number of shares of Conversion Preferred Stock to be issued to Warrant Holder (or if the Warrant Shares are shares of Common Stock, the number of shares of Common Stock to be issued to Warrant Holder) WPS equals the number of shares of Conversion Preferred Stock purchasable under the Warrant (or if the Warrant Shares are shares of Common Stock, the number of shares of Common Stock purchasable under the Warrant), if only a portion of the rights represented Warrant is being exercised, under the portion of the Warrant being exercised (at the date of such calculation) CMV equals the Current Market Value of the number of shares of Common Stock into which one share of Conversion Preferred Stock is convertible (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) This Warrant shall be exercised by the Warrant Holder by the surrender of this WarrantWarrant to Parent at any time during usual business hours at Parent’s principal place of business, accompanied by written notice, substantially in the form of Exhibit A attached hereto, that the Warrant Holder elects to exercise all or a portion of this Warrant and specifying the name or names (with address) in which a certificate or certificates for Warrant Shares are to be issued and (if so required by Parent) by a written instrument or instruments of transfer in form reasonably satisfactory to Parent duly executed by the shares of Common Stock so purchased, registered in the name of the Warrant Holder or such other name its duly authorized attorney. Upon exercise of this Warrant, Parent shall deliver to Warrant Holder the certificate or names of permitted transferees under this Agreement as may be designated by certificates for the Holder, shall be delivered to the Holder hereof Warrant Shares so purchased within a reasonable time 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)days specified in Rule 15c6-1 under the Exchange Act applicable to open market transactions, if any, with respect provided that immediately prior to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which Exercise Date, the stock transfer books are open. The Company represents that exercising Warrant Holder shall be deemed to be the stock transfer books holder of the Company will not be closed so as to unreasonably interfere with the timely exercise record of the Warrant by Shares issuable upon exercise of this Warrant, notwithstanding that the Holder share register of Parent shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to such Person. Immediately prior to the close of business on the Exercise Date, all rights with respect to this Warrant so exercised, including the rights, if any, to receive notices, will terminate (in accordance with the terms case of a partial exercise, to the extent of the Warrantportion of this Warrant so exercised), except only the rights of the Warrant Holder to (i) receive certificates for the number of Warrant Shares into which this Warrant has been exercised; and (ii) exercise the rights to which the Warrant Holder is entitled as a holder of Warrant Shares.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equal the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) 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 evidence of any indebtedness of the Company to the Holder account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); , and (ivlii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (CMP - WP) ---------------- CMP where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) 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 (subject to compliance with applicable securities laws) such other name or names of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this Warrant in whole --------------------------------- or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) ------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this Warrant in ------------------------------------ whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. This Warrant may be exercised in whole --------------------------------- or in part by the Holder at any time, or from time to time, prior to the expiration of the Term. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) 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 evidence of any indebtedness of the Company to the Holder account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of exercise, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of exercise) CMP equals the Current Market Price (at the date of exercise) WP equals the Warrant Price (as adjusted 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 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 Notice of Exercise and Warrant was surrendered (along with is delivered to the documentation required by this Section 3.1) Company and payment of the Warrant Price and any applicable taxes was is made, irrespective of the 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 have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To Holder may exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), by delivering the Holder shall deliver following to the principal office of the Company at its office referred to in accordance with Section 14 hereof at any time and from time to time during the Term of this Warrant5.1 hereof: (i) the a duly executed Notice of Exercise in substantially the form attached hereto; 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 evidence of any indebtedness of the Company to the Holder account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; . Notwithstanding any provisions herein to the contrary, if the Current Market Price (iiias defined below) an executed Stockholders Agreement in is greater than the form attached in Exhibit A hereto Warrant Price (at the "Stockholders Agreement"date of calculation, as set forth below); and (iv) this Warrant. In , the event Holder may elect to receive, without the payment by the Holder of any exercise of the rights represented by this Warrantadditional consideration, a certificate or certificates for the shares of Common Stock so purchased, registered in equal to the name value of the Holder "spread" on the Shares (or such other name or names the portion thereof being canceled) by surrender of permitted transferees under this Agreement as may be designated by Warrant at the Holderprincipal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall be delivered issue to the Holder hereof within a reasonable time after number of shares of Common Stock computed using the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing following formula: X = Y x (CMP-WP) ------------- CMP Where: X = the number of shares (except a remaining fractional share), if any, with respect of Common Stock 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 pursuant to this net exercise Y = the number of shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which purchasable under the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price and any applicable taxes was made, irrespective (as of the date of delivery such calculation) of such certificate, except that, if one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such surrender and payment is calculation) For purposes of this Warrant, the "CURRENT MARKET PRICE" of one share of Common Stock as of a particular date when shall be determined as follows: (i) if traded on a national securities exchange or through the stock transfer books of Nasdaq Stock Market, the Company are closed, such person Current Market Price shall be deemed to have become be the holder volume weighted average trading price of the Common Stock on such shares at exchange as of five business days immediately prior to the close date of business exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the next succeeding last date on which any such sales took place prior to the stock transfer books are open. The Company represents that date of exercise); (ii) if traded over-the-counter but not on the stock transfer books Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the Company will not closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be closed so as to unreasonably interfere with the timely exercise fair market value of the Warrant Common Stock as of the date of exercise, as determined in good faith by the Holder in accordance with the terms Board of Directors of the WarrantCompany.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 9 hereof at any time and from time to time during the Term of this Warrant: (i) Warrant a notice of exercise and the Notice payment of Exercise in the form attached hereto; (ii) cash, certified or official bank check payable aggregate Warrant Price with respect to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this WarrantWarrants exercised. In the event of any exercise of the these 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant Notice of Exercise was surrendered (along with the documentation required by this Section 3.1) delivered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender delivery and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock)part, the Holder registered holder hereof shall deliver to the Company at its principal executive offices in McLean, Virginia (or such other office referred or agency of the Company in the continental United States as shall also be a transfer agent for the Capital Stock as the Company may designate by notice in writing to in Section 14 hereof at any time and from time to time during the Term holder of this Warrant: ) (i) the Notice Subscription Form attached hereto completed to specify the number of Exercise in the form attached hereto; shares of Capital Stock as to which such holder is electing to exercise this Warrant, (ii) cash, cash or a certified or official bank check check, payable to the order of the Company, wire transfer of funds in an amount equal to the Company's account, or evidence of any indebtedness then aggregate Purchase Price of the Company to the Holder (or any combination shares of any of the foregoing) in the amount of the Warrant Price for each share Capital Stock being purchased; purchased and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. In the event of any exercise of the rights represented by this WarrantUpon receipt thereof, 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 of permitted transferees under this Agreement as may be designated by the Holder, holder shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become be the holder of record of the Capital Stock issuable upon such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was madeexercise, irrespective of the 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 have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents notwithstanding that the stock transfer books of the Company will not shall then be closed or that certificates representing such Capital Stock shall not then be actually delivered to such holder, and the Company shall, as promptly as practicable, and in any event within five business days thereafter, execute or cause to be executed and delivered to such holder, or as such holder may direct, a certificate or certificates representing the aggregate number of shares of Capital Stock specified in said Subscription Form. Each stock certificate so delivered shall be in such denomination as to unreasonably interfere with the timely exercise of the Warrant may be requested by the Holder registered holder hereof and shall be registered in accordance with the terms name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said stock certificate or certificates, deliver to such holder a new Warrant evidencing the rights of such holder to purchase the remaining shares of Capital Stock covered by this Warrant.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula (a "Net Exercise"): CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. (a) To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock)Warrant, the Holder shall deliver to the Company at its principal office referred to in Section 14 11 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement this Warrant. (b) In lieu of exercising this Warrant as provided in subsection (a) above, the form attached Holder of this Warrant may elect to receive Warrant Shares equal to the value of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company referred to in Exhibit Section 11 hereof at any time during the Term of this Warrant, together with notice of such election, in which event the Company shall issue to the Holder the number of Warrant Shares of Common Stock computed in accordance with the following formula: X = Y(A-B)/A WHERE: X = the number of shares of Common Stock to be issued to Holder of this Warrant; Y = the number of shares of Common Stock requested to be exercised under this Warrant; A hereto (= the "Stockholders Agreement")Current Market Price of one share of the Company's Common Stock; and (iv) this WarrantB = the Warrant Price(as adjusted to the date of such calculations). In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchasedpurchased or surrendered, registered in the name of the Holder or such other name or names of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was mademade (to the extent exercised in accordance with subsection (a) hereof), irrespective of the 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 have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant."

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of EXHIBIT A attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence cancellation of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of Company referred to in Section 14 hereof, together with the Notice of Exercise, in which event Company shall issue to Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) ------------------- CMP Where CS equals the number of shares of Common Stock to be issued to Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) 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 of permitted transferees under this Agreement as may be designated by the HolderXxxxxx, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along Holder shall have complied with the documentation required by conditions for exercise of this Section 3.1) and payment of the Warrant Price and any applicable taxes was madeset forth above, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this Warrant in whole --------------------------------- or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto; , (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; , and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) 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 of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 10 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of Exhibit A attached hereto; , (ii) cash, a certified or official bank check payable to the order of the Company, or a wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in each case 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 hereof, and (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. 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 or, subject to compliance with Section 6.2, such other name or names of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time time, not exceeding three Business 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 is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered (along Holder shall have complied with the documentation required by conditions for exercise of this Section 3.1) and payment of the Warrant Price and any applicable taxes was madeset forth above, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.