Common use of Procedure for Exercise of Warrants Clause in Contracts

Procedure for Exercise of Warrants. The Call Warrant may be exercised for a period of forty-five (45) Business Days from the Effective Date as defined in the Securities Purchase Agreement. The Advance Warrants may be exercised prior to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date of issuance. The Advance Warrants shall expire at 5:30 p.m. (Eastern Time) on the Trading Day immediately following the second anniversary of the date the Advance Warrant or Warrants are issued in accordance with the Securities Purchase Agreement (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 4.5 hereof, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Exercise Price for each Warrant Share in respect of which such Warrants are being exercised. Such Exercise Price shall be paid in full by cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased. Issuance of Common Stock. As soon as practicable after the Date of Exercise of any Warrants, and in any event no later that three (3) Business Days thereafter the Company shall, if possible, electronically settle into a brokerage account designated by the Purchaser or, if not possible, issue, or cause its transfer agent to issue, a certificate or certificates for the number of full Warrant Shares, registered in accordance with the instructions set forth in the Election to Purchase, together with cash for fractional shares as provided in Section 3.10. All Warrant Shares issued upon the exercise of any Warrants shall be validly authorized and issued, fully paid, non-assessable, free of preemptive rights and (subject to Section 4.1 hereof) free from all taxes, liens, charges and security interests in respect of the issuance thereof. Each person in whose name any such certificate for Warrant Shares is issued shall be deemed for all purposes to have become the holder of record of the Common Stock represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares. Certificates for Unexercised Warrants. In the event that, prior to the Expiration Date, a Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise, a new Warrant Certificate representing the remaining Warrant Shares shall be issued and delivered pursuant to the provisions hereof; provided that the Company shall not be required to issue any Warrant Certificate representing any fractional Warrant Shares.

Procedure for Exercise of Warrants. The Call Warrant may be exercised for a (a) During the period of forty-five (45) Business Days from the Effective Date as defined specified in the Securities Purchase Agreement. The Advance Warrants may be exercised prior and subject to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date of issuance. The Advance Warrants shall expire at 5:30 p.m. (Eastern Time) on the Trading Day immediately following the second anniversary of the date the Advance Warrant or Warrants are issued provisions and limitations set forth in accordance with the Securities Purchase Agreement (the "Expiration Date"). The Section 2.02 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company Warrant Agent at its address 59 Maiden Lane, Plaza Level, New York, NY 10038, attention: Trust Depaxxxxxx (xxx "Xxxxxxxxx Xxxxxx") xx xx xxxx xxxxr location as the Warrant Agent may specify in writing to the Holders with the election to purchase form set forth in Section 4.5 hereof, together with on the Election to Purchase reverse side of the Warrant Certificate duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full, as set forth below, full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.01 hereof, for each Warrant Share in share of Common Stock with respect of to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by cash certified or a certified check official bank check, or a wire transfer by United States Postal Service money order, payable in same day funds in an amount equal United States currency to the Exercise Price multiplied by order of the number Warrant Agent for the account of the Company. (b) The date on which a Warrant Shares then being purchasedis exercised in accordance with this Section 2.04 is sometimes referred to herein as the "Date of Exercise" of such Warrant. Issuance of Common StockIn the event that a Blackout Period, as described in Section 2.02 hereof is in effect, the Warrant Agent will notify the Holder, in accordance with Section 6.15 hereof, that a Blackout Period is in effect and that the Warrants surrendered may not be exercised during the Blackout Period. As soon as practicable after In this event, the date that the Company notifies the Warrant Agent that the Blackout Period has ended will be the Date of Exercise of any Warrantsunless the Holder notifies the Warrant Agent, and in any event no later that three (3) Business Days thereafter the Company shall, if possible, electronically settle into a brokerage account designated by the Purchaser or, if not possible, issue, or cause its transfer agent to issue, a certificate or certificates for the number of full Warrant Shares, registered in accordance with the instructions set forth in the Election to Purchase, together with cash for fractional shares as provided in Section 3.10. All Warrant Shares issued upon the exercise of any Warrants shall be validly authorized and issued, fully paid, non-assessable, free of preemptive rights and (subject to Section 4.1 hereof) free from all taxes, liens, charges and security interests in respect of the issuance thereof. Each person in whose name any such certificate for Warrant Shares is issued shall be deemed for all purposes to have become the holder of record of the Common Stock represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares. Certificates for Unexercised Warrants. In the event thatwriting, prior to the Expiration Date, a Warrant Certificate is exercised in respect end of fewer than all the Blackout Period that he withdraws his surrender of the Warrant Shares issuable on such exercise, a new Warrant Certificate representing the remaining Warrant Shares shall be issued and delivered pursuant to the provisions hereof; provided that the Company shall not be required to issue any Warrant Certificate representing any fractional Warrant SharesCertificates.

Procedure for Exercise of Warrants. The Call Warrant may be exercised for a (a) During the period of forty-five (45) Business Days from the Effective Date as defined specified in the Securities Purchase Agreement. The Advance Warrants may be exercised prior and subject to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date of issuance. The Advance Warrants shall expire at 5:30 p.m. (Eastern Time) on the Trading Day immediately following the second anniversary of the date the Advance Warrant or Warrants are issued provisions and limitations set forth in accordance with the Securities Purchase Agreement (the "Expiration Date"). The Section 2.2 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company Warrant Agent at its address 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 attention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders with the election to purchase form set forth in Section 4.5 hereof, together with on the Election to Purchase reverse side of the Warrant Certificate duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full, as set forth below, full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each Warrant Share in share of Common Stock with respect of to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified or official bank check, or by United States Postal Service money order, payable in United States currency to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash or payment to be made by a certified check or a wire transfer in same day funds in an amount equal to Holder of the Exercise Price multiplied by pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares then being purchaseddetermined in accordance with this paragraph, by surrendering the Warrant to the Warrant Agent accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). Issuance The Warrant Exchange shall take place on the date specified in the Notice of Common Stock. As soon as practicable after the Date of Exercise of any Warrants, and in any event no later that three (3) Business Days thereafter the Company shall, if possible, electronically settle into a brokerage account designated by the Purchaser Exchange or, if not possiblelater, issue, or cause its transfer agent to issue, a certificate or certificates the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the number of full Warrant Shares, registered in accordance with the instructions set forth in the Election to Purchase, together with cash for fractional shares as provided in Section 3.10. All Warrant Shares issued upon the exercise of any Warrants shall be validly authorized and issued, fully paid, non-assessable, free of preemptive rights and (subject to Section 4.1 hereof) free from all taxes, liens, charges and security interests in respect of the issuance thereof. Each person in whose name any such certificate for Warrant Shares is issued shall be deemed for all purposes to have become the holder of record of the Common Stock represented thereby on the Date of Exercise of the Warrants resulting in the issuance of issuable upon such sharesWarrant Exchange and, irrespective of the date of issuance or delivery of such certificate for Warrant Shares. Certificates for Unexercised Warrants. In the event that, prior to the Expiration Dateif applicable, a Warrant Certificate is exercised in respect new warrant of fewer than all like tenor evidencing the balance of the Warrant Shares issuable on remaining subject to such exerciseWarrant, a new Warrant Certificate representing the remaining Warrant Shares shall be issued as of the Exchange Date and delivered pursuant to the provisions hereof; provided that Holder within seven (7) days following the Company shall not be required to issue Exchange Date. In connection with any Warrant Certificate representing any fractional Exchange, a Warrant Shares.shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient

Procedure for Exercise of Warrants. The Call Warrant may be exercised for a period of forty-five (45) Business Days from the Effective Date as defined in the Securities Purchase Agreement. The Advance Warrants may be ----------------------------------- exercised prior to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date of issuancehereof. The Advance Warrants shall expire on May 4, 2004, at 5:30 p.m. (Eastern Time) on the Trading Day immediately following the second anniversary of the date the Advance Warrant or Warrants are issued in accordance with the Securities Purchase Agreement 5:00 p.m., EST (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 4.5 hereof, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Exercise Price for each Warrant Share in respect of which such Warrants are being exercised. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased or (ii) delivery to the Company of that number of shares of Common Stock having a Fair Market Value (as hereinafter defined) equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased. Issuance In the alternative, the Holder of a Warrant Certificate may exercise its right to purchase some or all of -3- the Warrant Shares subject to such Warrant Certificate, on a net basis, such that, without the exchange of any funds, such Holder receives that number of Warrant Shares subscribed to pursuant to such Warrant Certificate less that number of shares of Common Stock. As soon as practicable after Stock having an aggregate Fair Market Value at the Date time of exercise equal to the aggregate Exercise of any Warrants, and in any event no later Price that three (3) Business Days thereafter the Company shall, if possible, electronically settle into a brokerage account designated would otherwise have been paid by the Purchaser or, if not possible, issue, or cause its transfer agent to issue, a certificate or certificates such Holder for the number of full Warrant Shares, registered in accordance with the instructions set forth in the Election to Purchase, together with cash for fractional shares as provided in Section 3.10. All Warrant Shares issued upon the exercise of any Warrants shall be validly authorized and issued, fully paid, non-assessable, free of preemptive rights and subscribed to pursuant to such Warrant Certificate (subject to Section 4.1 hereof) free from all taxes, liens, charges and security interests in respect of the issuance thereof. Each person in whose name any such certificate for Warrant Shares is issued shall be deemed for all purposes to have become the holder of record of the Common Stock represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares. Certificates for Unexercised Warrants. In the event that, prior to the Expiration Datehereinafter, a Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise, a new Warrant Certificate representing the remaining Warrant Shares shall be issued and delivered pursuant to the provisions hereof; provided that the Company shall not be required to issue any Warrant Certificate representing any fractional Warrant Shares"Net Cashless Exercise").

Procedure for Exercise of Warrants. The Call Warrant may be exercised for a (a) During the period of forty-five (45) Business Days from the Effective Date as defined specified in the Securities Purchase Agreement. The Advance Warrants may be exercised prior and subject to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date of issuance. The Advance Warrants shall expire at 5:30 p.m. (Eastern Time) on the Trading Day immediately following the second anniversary of the date the Advance Warrant or Warrants are issued provisions and limitations set forth in accordance with the Securities Purchase Agreement (the "Expiration Date"). The Section 2.02 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company Warrant Agent at its address 59 Mxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxx, XX 00000, xxtention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders with the election to purchase form set forth in Section 4.5 hereof, together with on the Election to Purchase reverse side of the Warrant Certificate duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full, as set forth below, full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.01 hereof, for each Warrant Share in share of Common Stock with respect of to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by cash certified or a certified check official bank check, or a wire transfer by United States Postal Service money order, payable in same day funds in an amount equal United States currency to the Exercise Price multiplied by order of the number Warrant Agent for the account of the Company. (b) The date on which a Warrant Shares then being purchasedis exercised in accordance with this Section 2.04 is sometimes referred to herein as the "Date of Exercise" of such Warrant. Issuance of Common StockIn the event that a Blackout Period, as described in Section 2.02 hereof is in effect, the Warrant Agent will notify the Holder, in accordance with Section 6.15 hereof, that a Blackout Period is in effect and that the Warrants surrendered may not be exercised during the Blackout Period. As soon as practicable after In this event, the date that the Company notifies the Warrant Agent that the Blackout Period has ended will be the Date of Exercise of any Warrantsunless the Holder notifies the Warrant Agent, and in any event no later that three (3) Business Days thereafter the Company shall, if possible, electronically settle into a brokerage account designated by the Purchaser or, if not possible, issue, or cause its transfer agent to issue, a certificate or certificates for the number of full Warrant Shares, registered in accordance with the instructions set forth in the Election to Purchase, together with cash for fractional shares as provided in Section 3.10. All Warrant Shares issued upon the exercise of any Warrants shall be validly authorized and issued, fully paid, non-assessable, free of preemptive rights and (subject to Section 4.1 hereof) free from all taxes, liens, charges and security interests in respect of the issuance thereof. Each person in whose name any such certificate for Warrant Shares is issued shall be deemed for all purposes to have become the holder of record of the Common Stock represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares. Certificates for Unexercised Warrants. In the event thatwriting, prior to the Expiration Date, a Warrant Certificate is exercised in respect end of fewer than all the Blackout Period that he withdraws his surrender of the Warrant Shares issuable on such exercise, a new Warrant Certificate representing the remaining Warrant Shares shall be issued and delivered pursuant to the provisions hereof; provided that the Company shall not be required to issue any Warrant Certificate representing any fractional Warrant SharesCertificates.

Procedure for Exercise of Warrants. The Call Warrant may be exercised for a period of forty-five (45) Business Days from the Effective Date as defined in the Securities Purchase Agreement. The Advance Warrants may be ----------------------------------- exercised prior to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date of issuancehereof. The Advance Warrants shall expire on September 13, 2005, at 5:30 p.m. (Eastern Time) on the Trading Day immediately following the second anniversary of the date the Advance Warrant or Warrants are issued in accordance with the Securities Purchase Agreement 5:00 p.m., EST (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 4.5 hereof, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Exercise Price for each Warrant Share in respect of which such Warrants are being exercised. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased. Issuance purchased or (ii) delivery to the Company of that number of shares of Common Stock. As soon Stock having a Fair Market Value (as practicable after hereinafter defined) equal to the Date of Exercise of any Warrants, and in any event no later that three (3) Business Days thereafter the Company shall, if possible, electronically settle into a brokerage account designated Price multiplied by the Purchaser or, if not possible, issue, or cause its transfer agent to issue, a certificate or certificates for the number of full Warrant Shares, registered in accordance with the instructions set forth in the Election to Purchase, together with cash for fractional shares as provided in Section 3.10. All Warrant Shares issued upon the exercise of any Warrants shall be validly authorized and issued, fully paid, non-assessable, free of preemptive rights and (subject to Section 4.1 hereof) free from all taxes, liens, charges and security interests in respect of the issuance thereof. Each person in whose name any such certificate for Warrant Shares is issued shall be deemed for all purposes to have become the holder of record of the Common Stock represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares. Certificates for Unexercised Warrantsthen being purchased. In the event thatalternative, prior to the Expiration Date, Holder of a Warrant Certificate is exercised in respect of fewer than may exercise its right to purchase some or all of the Warrant Shares issuable subject to such Warrant Certificate, on a net basis, such exercisethat, without the exchange of any funds, such Holder receives that number of Warrant Shares subscribed to pursuant to such Warrant Certificate less that number of shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder for the number of Warrant Shares subscribed to pursuant to such Warrant Certificate (hereinafter, a new Warrant Certificate representing the remaining Warrant Shares shall be issued and delivered pursuant to the provisions hereof; provided that the Company shall not be required to issue any Warrant Certificate representing any fractional Warrant Shares"Net Cashless Exercise").

Procedure for Exercise of Warrants. The Call Warrant may be exercised for a (a) During the period of forty-five (45) Business Days from the Effective Date as defined specified in the Securities Purchase Agreement. The Advance Warrants may be exercised prior and subject to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date of issuance. The Advance Warrants shall expire at 5:30 p.m. (Eastern Time) on the Trading Day immediately following the second anniversary of the date the Advance Warrant or Warrants are issued provisions and limitations set forth in accordance with the Securities Purchase Agreement (the "Expiration Date"). The Section 2.2 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company Warrant Agent at its address 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 attention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders with the election to purchase form set forth in Section 4.5 hereof, together with on the Election to Purchase reverse side of the Warrant Certificate duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full, as set forth below, full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each Warrant Share in share of Common Stock with respect of to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified or official bank check, or by United States Postal Service money order, payable in United States currency to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash or payment to be made by a certified check or a wire transfer in same day funds in an amount equal to Holder of the Exercise Price multiplied by pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this paragraph, by surrendering the Warrant to the Warrant Agent accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Common Stock issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number times the existing Exercise Price by (B) the then being purchased. Issuance Market Price of a share of Common Stock. As soon as practicable after used in this Agreement, the Date term "Market Price" shall mean the average closing price of Exercise of any Warrantsthe Company's Common Stock on the Nasdaq National Market System, and in any event no later that three (3) Business Days thereafter the Company shall, if possible, electronically settle into a brokerage account designated by the Purchaser or, if the Company's Common Stock is not possibleso listed on the Nasdaq National Market, issuethen on the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or cause its transfer agent to issueany similar successor organization, a certificate or certificates for during the number of full Warrant Shares, registered in accordance with the instructions set forth in the Election to Purchase, together with cash for fractional shares twenty (20) consecutive business days (as provided in Section 3.10. All Warrant Shares issued upon the exercise of any Warrants shall be validly authorized and issued, fully paid, non-assessable, free of preemptive rights and (subject to Section 4.1 hereof) free from all taxes, liens, charges and security interests in respect of the issuance thereof. Each person in whose name any such certificate for Warrant Shares term is issued shall be deemed for all purposes to have become the holder of record of the Common Stock represented thereby used on the Date of Exercise of Nasdaq National Market System or a domestic over-the-counter market, as the Warrants resulting in the issuance of such shares, irrespective of case may be) ending three days prior to the date of issuance the "Notice of Exchange" or delivery of if later the "Exchange Date" (as such certificate for Warrant Sharesterms are defined in Section 2.4 hereof). Certificates for Unexercised Warrants. In the event that, prior to the Expiration Date, a Warrant Certificate is exercised in respect of fewer than all Upon request of the Warrant Shares issuable on such exerciseAgent, a new Warrant Certificate representing the remaining Warrant Shares shall be issued and delivered pursuant to the provisions hereof; provided that the Company shall not be required provide to issue any the Warrant Certificate representing any fractional Agent a written presentation of the Market Price for the period requested by the Warrant SharesAgent.

Procedure for Exercise of Warrants. The Call Warrant may be exercised for a (a) During the period of forty-five (45) Business Days from the Effective Date as defined specified in the Securities Purchase Agreement. The Advance Warrants may be exercised prior and subject to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date of issuance. The Advance Warrants shall expire at 5:30 p.m. (Eastern Time) on the Trading Day immediately following the second anniversary of the date the Advance Warrant or Warrants are issued provisions and limitations set forth in accordance with the Securities Purchase Agreement (the "Expiration Date"). The Section 2.2 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company Warrant Agent at its address 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 attention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders with the election to purchase form set forth in Section 4.5 hereof, together with on the Election to Purchase reverse side of the Warrant Certificate duly completed and executed, with Signatures Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full, as set forth below, full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each Warrant Share in share of Common Stock with respect of to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified or official bank check, or by United States Postal Service money order, payable in United States currency to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash or payment to be made by a certified check or a wire transfer in same day funds in an amount equal to Holder of the Exercise Price multiplied by pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this paragraph, by surrendering the Warrant to the Warrant Agent accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Common Stock issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number times the existing Exercise Price by (B) the then being purchased. Issuance Market Price of a share of Common Stock. As soon as practicable after used in this Agreement, the Date term "Market Price" shall mean the average closing price of Exercise of any Warrantsthe Company's Common Stock on the Nasdaq National Market System or the Nasdaq SmallCap Market, and in any event no later that three (3) Business Days thereafter the Company shall, if possible, electronically settle into a brokerage account designated by the Purchaser or, if the Company's Common Stock is not possibleso listed on the Nasdaq National Market or the Nasdaq SmallCap Market, issuethen on the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or cause its transfer agent to issueany similar successor organization, a certificate or certificates for during the number of full Warrant Shares, registered in accordance with the instructions set forth in the Election to Purchase, together with cash for fractional shares twenty (20) consecutive business days (as provided in Section 3.10. All Warrant Shares issued upon the exercise of any Warrants shall be validly authorized and issued, fully paid, non-assessable, free of preemptive rights and (subject to Section 4.1 hereof) free from all taxes, liens, charges and security interests in respect of the issuance thereof. Each person in whose name any such certificate for Warrant Shares term is issued shall be deemed for all purposes to have become the holder of record of the Common Stock represented thereby used on the Date of Exercise of Nasdaq National Market System or a domestic over-the-counter market, as the Warrants resulting in the issuance of such shares, irrespective of case may be) ending three days prior to the date of issuance the "Notice of Exchange" or delivery of if later the "Exchange Date" (as such certificate for Warrant Sharesterms are defined in Section 2.4 hereof). Certificates for Unexercised Warrants. In the event that, prior to the Expiration Date, a Warrant Certificate is exercised in respect of fewer than all Upon request of the Warrant Shares issuable on such exerciseAgent, a new Warrant Certificate representing the remaining Warrant Shares shall be issued and delivered pursuant to the provisions hereof; provided that the Company shall not be required provide to issue any the Warrant Certificate representing any fractional Agent a written presentation of the Market Price for the period requested by the Warrant SharesAgent.

Procedure for Exercise of Warrants. The Call Warrant may be exercised for a (a) During the period of forty-five (45) Business Days from the Effective Date as defined specified in the Securities Purchase Agreement. The Advance Warrants may be exercised prior and subject to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date of issuance. The Advance Warrants shall expire at 5:30 p.m. (Eastern Time) on the Trading Day immediately following the second anniversary of the date the Advance Warrant or Warrants are issued provisions and limitations set forth in accordance with the Securities Purchase Agreement (the "Expiration Date"). The Section 2.2 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company Warrant Agent at its address 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders with the election to purchase form set forth in Section 4.5 hereof, together with on the Election to Purchase reverse side of the Warrant Certificate duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full, as set forth below, full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each Warrant Share in share of Common Stock with respect of to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified or official bank check, or by United States Postal Service money order, payable in United States currency to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash or payment to be made by a certified check or a wire transfer in same day funds in an amount equal to Holder of the Exercise Price multiplied by pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this paragraph, by surrendering the Warrant to the Warrant Agent accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Common Stock issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number times the existing Exercise Price by (B) the then being purchased. Issuance Market Price of a share of Common Stock. As soon as practicable after used in this Agreement, the Date term "Market Price" shall mean the average closing price of Exercise of any Warrantsthe Company's Common Stock on the Nasdaq National Market System or the Nasdaq SmallCap Market, and in any event no later that three (3) Business Days thereafter the Company shall, if possible, electronically settle into a brokerage account designated by the Purchaser or, if the Company's Common Stock is not possibleso listed on the Nasdaq National Market or the Nasdaq SmallCap Market, issuethen the last quoted price, or cause its transfer agent to issueif not so quoted, a certificate or certificates for the number average of full Warrant Shares, registered in accordance with the instructions set forth high bid and low asked price in the Election to Purchasedomestic over-the-counter market as reported by the National Quotation Bureau, together with cash Incorporated, or any similar successor organization, for fractional shares as provided in Section 3.10. All Warrant Shares issued upon the exercise of any Warrants shall be validly authorized and issued, fully paid, non-assessable, free of preemptive rights and (subject to Section 4.1 hereof) free from all taxes, liens, charges and security interests in respect each of the issuance thereof. Each person in whose name any such certificate for Warrant Shares is issued shall be deemed for all purposes to have become the holder of record of days on which the Common Stock represented thereby is actually traded, during the twenty (20) consecutive business days (as such term is used on the Date of Exercise of Nasdaq National Market System or a domestic over-the-counter market, as the Warrants resulting in the issuance of such shares, irrespective of case may be) ending three days prior to the date of issuance the "Notice of Exchange" or delivery of if later the "Exchange Date" (as such certificate for Warrant Sharesterms are defined in Section 2.4 hereof). Certificates for Unexercised Warrants. In the event that, prior to the Expiration Date, a Warrant Certificate is exercised in respect of fewer than all Upon request of the Warrant Shares issuable on such exerciseAgent, a new Warrant Certificate representing the remaining Warrant Shares shall be issued and delivered pursuant to the provisions hereof; provided that the Company shall not be required provide to issue any the Warrant Certificate representing any fractional Agent a written presentation of the Market Price for the period requested by the Warrant SharesAgent.

Procedure for Exercise of Warrants. The Call Warrant may be exercised for a period of forty-five (45) Business Days from the Effective Date as defined in the Securities Purchase Agreement. The Advance Warrants may be ---------------------------------- exercised prior to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date of issuancehereof. The Advance Warrants shall expire on September 13, 2005, at 5:30 p.m. (Eastern Time) on the Trading Day immediately following the second anniversary of the date the Advance Warrant or Warrants are issued in accordance with the Securities Purchase Agreement 5:00 p.m., EST (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 4.5 hereof, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Exercise Price for each Warrant Share in respect of which such Warrants are being exercised. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased. Issuance purchased or (ii) delivery to the Company of that number of shares of Common Stock. As soon Stock having a Fair Market Value (as practicable after hereinafter defined) equal to the Date of Exercise of any Warrants, and in any event no later that three (3) Business Days thereafter the Company shall, if possible, electronically settle into a brokerage account designated Price multiplied by the Purchaser or, if not possible, issue, or cause its transfer agent to issue, a certificate or certificates for the number of full Warrant Shares, registered in accordance with the instructions set forth in the Election to Purchase, together with cash for fractional shares as provided in Section 3.10. All Warrant Shares issued upon the exercise of any Warrants shall be validly authorized and issued, fully paid, non-assessable, free of preemptive rights and (subject to Section 4.1 hereof) free from all taxes, liens, charges and security interests in respect of the issuance thereof. Each person in whose name any such certificate for Warrant Shares is issued shall be deemed for all purposes to have become the holder of record of the Common Stock represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares. Certificates for Unexercised Warrantsthen being purchased. In the event thatalternative, prior to the Expiration Date, Holder of a Warrant Certificate is exercised in respect of fewer than may exercise its right to purchase some or all of the Warrant Shares issuable subject to such Warrant Certificate, on a net basis, such exercisethat, without the exchange of any funds, such Holder receives that number of Warrant Shares subscribed to pursuant to such Warrant Certificate less that number of shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder for the number of Warrant Shares subscribed to pursuant to such Warrant Certificate (hereinafter, a new Warrant Certificate representing the remaining Warrant Shares shall be issued and delivered pursuant to the provisions hereof; provided that the Company shall not be required to issue any Warrant Certificate representing any fractional Warrant Shares"Net Cashless Exercise").]