Common use of Term of Warrant, Exercise of Warrant Clause in Contracts

Term of Warrant, Exercise of Warrant. (a) Subject to the terms of this Warrant, the Holder shall have the right, at its option, which may be exercised in whole or in part, at any time, and from time to time, commencing at the time of the issuance of this Warrant and expiring at 5:00 p.m. Eastern Time on October 5, 2005, to purchase from the Company the number of fully paid and nonassessable shares of Common Stock which the Holder may at the time be entitled to purchase upon exercise of this Warrant ("Warrant Shares"). Notwithstanding the foregoing, if the Holder shall have given the Company written notice of its intention to exercise this Warrant on or before 5:00 p.m. Eastern Time on October 5, 2005, the Holder may exercise this Warrant at any time through (and including) the Business Day next following the date that all applicable required regulatory holding periods have expired and all applicable required governmental approvals have been obtained in connection with such exercise of this Warrant by the Holder, if such Business Day is later than on October 5, 2005 (October 5, 2005 or such later date being herein referred to as the "Warrant Expiration Date"). After the Warrant Expiration Date, this Warrant will be null and void and of no force or effect. (b) The purchase rights evidenced by this Warrant shall be exercised by the Holder surrendering this Warrant, together with the form of subscription attached hereto as Exhibit A, duly executed by the Holder, to the Company at its office in Boulder, Colorado, accompanied by payment of an amount (the "Exercise Payment") equal to the Warrant Price multiplied by the number of Warrant Shares being purchased pursuant to such exercise, payable as follows: (i) by payment to the Company in cash, by certified or official bank check, or by wire transfer of the Exercise Payment, (ii) by surrender to the Company for cancellation of securities of the Company having a Market Price (as defined below) on the date of exercise equal to the Exercise Payment; or (c) by a combination of the methods described in clauses (a) and (b) above. In lieu of exercising the Warrant, the Holder may elect to receive a payment equal to the difference between (i) the Market Price multiplied by the number of Warrant Shares as to which the payment is then being elected and (ii) the exercise price with respect to such Warrant Shares, payable by the Company to the Holder only in shares of Common Stock valued at the Market Price on the date of exercise. For purposes hereof, the term "Market Price" shall mean the average closing price of a share of Common Stock or other security for the 15 consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 trading day period on the Nasdaq National Market or, if the shares are not listed on the Nasdaq National Market, in the over-the-counter market or, if the shares of Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly and in good faith by the Company and the Holder; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by an independent investment banking firm selected jointly and in good faith by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. All reasonable costs and expenses incurred in connection with the determination of Market Price shall be borne by the Company.

Term of Warrant, Exercise of Warrant. (a) Subject to the terms of this Warrant, the Holder shall have the right, at its the Holder’s option, which may be exercised in whole or in part, at any time, and from time to time, commencing at the time of the issuance of this Warrant and expiring at until 5:00 p.m. Eastern Time on October 5July 16, 20052015 (the “Warrant Expiration Date”), to purchase from the Company the number of fully paid and nonassessable shares of Common Stock which the Holder may at the time be entitled to purchase upon exercise of this Warrant ("the “Warrant Shares"). Notwithstanding the foregoing, if the Holder shall have given the Company written notice of its intention to exercise this Warrant on or before 5:00 p.m. Eastern Time on October 5, 2005, the Holder may exercise this Warrant at any time through (and including) the Business Day next following the date that all applicable required regulatory holding periods have expired and all applicable required governmental approvals have been obtained in connection with such exercise of this Warrant by the Holder, if such Business Day is later than on October 5, 2005 (October 5, 2005 or such later date being herein referred to as the "Warrant Expiration Date"”). After the Warrant Expiration Date, this Warrant will be null and void and of no force or effectvoid. (b) The purchase rights right evidenced by this Warrant shall be exercised by the Holder surrendering this Warrant, together with the form of subscription attached hereto as Exhibit A, A hereof duly executed by the Holder, to the Company at its office in BoulderAtlantic City, ColoradoNew Jersey (or, in the event the Company’s principal office is no longer located in Atlantic City, New Jersey, its then principal office (the “Principal Office”)), accompanied by the payment of an amount (the "“Exercise Payment"”) equal to the Warrant Price Price, multiplied by the number of Warrant Shares being purchased pursuant to such exercise, payable as follows: (i) by payment to the Company in cash, by certified or official bank check, or by wire transfer in immediately available funds of the Exercise Payment, (ii) by surrender to the Company for cancellation of securities of the Company having a Market Price (as defined below) on the date of exercise equal to the Exercise Payment; or . (c) by a combination Upon any exercise of the methods described in clauses (a) and (b) above. In lieu of exercising the this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch, but in any event within three Business Days, to or upon the written order of the Holder and, subject to Section 3, in such name or names as the Holder may elect to receive designate, a payment equal to the difference between (i) the Market Price multiplied by certificate or certificates for the number of full Warrant Shares issuable upon such exercise together with such other property, including cash, which may be deliverable upon such exercise. If fewer than all of the Warrant Shares represented by this Warrant are purchased, a new Warrant of the same tenor as this Warrant, evidencing the Warrant Shares not purchased, will be issued and delivered by the Company, at the Company’s expense, to which the payment is Holder, together with the issue of the certificates representing the Warrant Shares then being elected and (ii) the purchased. All Warrant Certificates surrendered upon exercise price with respect to such Warrant Shares, payable by the Company to the Holder only in shares of Common Stock valued at the Market Price on the date of exercise. For purposes hereof, the term "Market Price" shall mean the average closing price of a share of Common Stock or other security for the 15 consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 trading day period on the Nasdaq National Market or, if the shares are not listed on the Nasdaq National Market, in the over-the-counter market or, if the shares of Common Stock or securities are not publicly traded, the Market Price for such day Warrants shall be the fair market value thereof determined jointly and in good faith by the Company and the Holder; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by an independent investment banking firm selected jointly and in good faith by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. All reasonable costs and expenses incurred in connection with the determination of Market Price shall be borne canceled by the Company.

Term of Warrant, Exercise of Warrant. (a) Subject to the terms of this WarrantAgreement, the Holder Warrantholder shall have the right, at its optionany time during the period ending at 5:00 p.m., which may be exercised in whole or in part, at any New York time, and from time to timeon August 31, commencing at 2001 (the time of the issuance of this Warrant and expiring at 5:00 p.m. Eastern Time on October 5, 2005"Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable shares of Common Stock Shares which the Holder Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon surrender to the Company, at its principal office in St. Petersburg, Florida, or wherever its principal executive offices may then be located, of the certificate evidencing the Warrant to be exercised, together with the purchase form on the reverse thereof duly filled in and signed, and upon payment to the Company of the Warrant Price (as defined in and determined in accordance with the provisions of Sections 7 and 8 hereof), for the number of Shares in respect of which such Warrant is then exercised, but in no event for less than 25 Shares, unless the Warrant entitles the Warrantholder on exercise to less than 25 Shares, in which event the Warrant can be exercised for such lesser number of Shares. Payment of the aggregate Warrant Price shall be made in cash or by check. Upon surrender of the Warrant and payment of such Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate a certificate or certificates for the number of full Shares so purchased upon the exercise of this Warrant ("Warrant Shares"). Notwithstanding the foregoing, if the Holder shall have given the Company written notice of its intention to exercise this Warrant on or before 5:00 p.m. Eastern Time on October 5, 2005, the Holder may exercise this Warrant at any time through (and including) the Business Day next following the date that all applicable required regulatory holding periods have expired and all applicable required governmental approvals have been obtained in connection with such exercise of this Warrant by the Holder, if such Business Day is later than on October 5, 2005 (October 5, 2005 or such later date being herein referred to as the "Warrant Expiration Date"). After the Warrant Expiration Date, this Warrant will be null and void and of no force or effect. (b) The purchase rights evidenced by this Warrant shall be exercised by the Holder surrendering this Warrant, together with cash, as provided in Section 9 hereof, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the form date of subscription attached hereto as Exhibit A, duly executed by the Holder, to surrender of the Company at its office in Boulder, Colorado, accompanied by Warrant and the payment of an amount (the "Exercise Payment") equal to the Warrant Price multiplied by Price, as aforesaid, notwithstanding that the number of Warrant certificates representing the Shares being purchased pursuant to such exercise, payable as follows: (i) by payment to shall not actually have been delivered or that the Company in cash, by certified or official bank check, or by wire stock transfer of the Exercise Payment, (ii) by surrender to the Company for cancellation of securities books of the Company having a Market Price (as defined below) on shall then be closed. The Warrant shall be exercisable, at the date of exercise equal to the Exercise Payment; or (c) by a combination election of the methods described Warrantholder, either in clauses (a) and (b) above. In lieu of exercising the Warrant, the Holder may elect full or from time to receive a payment equal to the difference between (i) the Market Price multiplied by the number of Warrant Shares as to which the payment is then being elected and (ii) the exercise price with respect to such Warrant Shares, payable by the Company to the Holder only time in shares of Common Stock valued at the Market Price on the date of exercise. For purposes hereof, the term "Market Price" shall mean the average closing price of a share of Common Stock or other security for the 15 consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 trading day period on the Nasdaq National Market or, if the shares are not listed on the Nasdaq National Marketpart and, in the over-the-counter market orevent that a certificate evidencing the Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Termination Date, if a new certificate evidencing the shares of Common Stock or securities are not publicly traded, the Market Price for such day shall remaining Warrant will be the fair market value thereof determined jointly and in good faith by the Company and the Holder; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by an independent investment banking firm selected jointly and in good faith by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. All reasonable costs and expenses incurred in connection with the determination of Market Price shall be borne issued by the Company.

Term of Warrant, Exercise of Warrant. (a) Subject to the terms of this Warrant, the Holder shall have the right, at its option, which may be exercised in whole or in part, at any time, and from time to time, commencing at the time of the issuance of this Warrant and expiring at until 5:00 p.m. Eastern Time on October 5May 20, 2005, 2015 to purchase from the Company the number of fully paid and nonassessable shares of Common Stock which the Holder may at the time be entitled to purchase upon on exercise of this Warrant ("the “Warrant Shares"”). Notwithstanding the foregoing, if the Holder shall have given the Company written notice of its intention to exercise this Warrant on or before 5:00 p.m. Eastern Time on October 5May 20, 20052015, the Holder may exercise this Warrant at any time through (and including) the next Business Day next following the date that all applicable required regulatory holding periods have expired and all applicable required governmental approvals have been obtained in connection with such exercise of this Warrant by the Holder, if such Business Day is later than on October 5May 20, 2005 2015 (October 5May 20, 2005 2015 or such later date being herein referred to as the "“Warrant Expiration Date"”). After the Warrant Expiration Date, this Warrant will be null and void and of no force or effectvoid. (b) The purchase rights evidenced by this Warrant shall be exercised by the Holder surrendering this Warrant, together with the form of subscription attached hereto as Exhibit A, A hereof duly executed by the Holder, to the Company at its office in BoulderAtlantic City, ColoradoNew Jersey (or, in the event the Company’s principal office is no longer in Atlantic City, New Jersey, its then principal office (the “Principal Office”)), accompanied by the payment of an amount (the "“Exercise Payment"”) equal to the Warrant Price multiplied by the number of Warrant Shares being purchased pursuant to such exercise, payable as follows: (i) by payment to the Company in cash, by certified or official bank check, or by wire transfer of the Exercise Payment, (ii) by surrender to the Company for cancellation of securities of the Company having a Market Price (as defined below) on the date of exercise equal to the Exercise Payment; or (c) by a combination of the methods described in clauses (a) and (b) above. In lieu of exercising the Warrant, the Holder may elect to receive a payment equal to the difference between (i) the Market Price multiplied by the number of Warrant Shares as to which the payment is then being elected and (ii) the exercise price with respect to such Warrant Shares, payable by the Company to the Holder only in shares of Common Stock valued at the Market Price on the date of exercise. For purposes hereof, the term "Market Price" shall mean the average closing price of a share of Common Stock or other security for the 15 consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 trading day period on the Nasdaq National Market or, if the shares are not listed on the Nasdaq National Market, in the over-the-counter market or, if the shares of Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly and in good faith by the Company and the Holder; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by an independent investment banking firm selected jointly and in good faith by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. All reasonable costs and expenses incurred in connection with the determination of Market Price shall be borne by the Company.,

Term of Warrant, Exercise of Warrant. (a) Subject to the terms of this Warrant, the Holder shall have the right, at its option, which may be exercised in whole or in part, at any time, and from time to time, commencing at the time of the issuance of this Warrant and expiring at until 5:00 p.m. Eastern Time on October 5________, 2005, 20161 to purchase from the Company the number of fully paid and nonassessable shares of Common Stock which the Holder may at the time be entitled to purchase upon on exercise of this Warrant ("Warrant Shares"). Notwithstanding the foregoing, if the Holder shall have given the Company written notice of its intention to exercise this Warrant on or before 5:00 p.m. Eastern Time on October 5___________, 20052016, the Holder may exercise this Warrant at any time through (and including) the Business Day next following the date that all applicable required regulatory holding periods have expired and all applicable required governmental approvals have been obtained in connection with such exercise of this Warrant by the Holder, if such Business Day is later than on October 5___________, 2005 2016 (October 5_________, 2005 1 Tenth anniversary of Closing Date. 2016 or such later date being herein referred to as the "Warrant Expiration Date"). After the Warrant Expiration Date, this Warrant will be null and void and of no force or effectvoid. (b) The purchase rights evidenced by this Warrant shall be exercised by the Holder surrendering this Warrant, together with the form of subscription attached hereto as Exhibit A, at the end hereof duly executed by the Holder, to the Company at its office in BoulderStamford, ColoradoCT (or, in the event the Company’s principal office is no longer in Stamford, CT, its then principal office in the United States (the “Principal Office”)), accompanied by payment payment, of an amount (the "Exercise Payment") equal to the Warrant Price multiplied by the number of Warrant Shares being purchased pursuant to such exercise, payable as follows: (i) by payment to the Company in cash, by certified or official bank check, or by wire transfer of the Exercise Payment, (ii) by surrender to the Company for cancellation of securities of the Company having a Market Price (as defined belowhereinafter defined) on the date of exercise equal to the Exercise Payment; or (ciii) by a combination of the methods described in clauses (ai) and (bii) above. In lieu of exercising the Warrant, the Holder may elect to receive a payment equal to the difference between (i) the Market Price on the date of exercise multiplied by the number of Warrant Shares as to which the payment is then being elected and (ii) the exercise price Exercise Payment with respect to such Warrant Shares, payable by the Company to the Holder only in shares of Common Stock valued at the Market Price on the date of exerciseexercise (a “Net Exercise”). For purposes hereof, the term "Market Price" shall mean mean, with respect to any day, the average closing price of a share of Common Stock or other security for the 15 fifteen (15) consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 fifteen (15) trading day period on the Nasdaq National Market or, if the shares are not listed on the Nasdaq National MarketNasdaq, in the over-the-counter market or pink sheets or, if the shares of Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly and in good faith by the Company and the Holder; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by an independent investment banking firm selected jointly and in good faith by the Company and the Holder or, if that selection cannot be made within 15 fifteen (15) days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. All reasonable costs and expenses incurred in connection with the determination of Market Price shall be borne by the Company.

Term of Warrant, Exercise of Warrant. (a) Subject to the terms The Holder of this Warrant, the Holder Warrant shall have the right, at its option, which may be exercised in whole or in part, at any time, for a period from the date such Debenture issued by the Company and from time to time, commencing which this Warrant formed a Unit at the time of issuance is converted into shares of the Common stock, through 11:59 p.m. Mountain time three (3) years from the date of issuance of this Warrant and expiring at 5:00 p.m. Eastern Time on October 5Warrant, 2005, to purchase from the Company the number of to purchase ______________ (_________) fully paid and nonassessable shares of the Company’s common stock, $0.001 par value, (the “Shares” or “Common Stock which the Holder may at the time be entitled to purchase Stock”), upon exercise presentation and surrender of this Warrant ("Warrant Shares"). Notwithstanding with the foregoing, if subscription form attached hereto as Exhibit “A,” accompanied by payment in lawful money of the Holder shall have given United States of America in cash or by official bank or certified check payable to the Company written notice of the lower of (i) one dollar and ninety-five cents ($1.95), or (ii) one hundred thirty percent (130%) of the per share price paid by any investor in a private placement by the Company of shares of its intention to exercise common stock at any time in the next twelve months from the date of this Warrant per share purchased on the exercise of the Warrant. On the exercise of all or before 5:00 p.m. Eastern Time on October 5, 2005any portion of this Warrant in the manner provided above, the Holder may exercise exercising the same shall be deemed to have become a holder of record of the Shares for all purposes, and certificates for the securities so purchased shall be delivered to the Holder within a reasonable time, but in no event longer than ten days after this Warrant at any time through (and including) the Business Day next following the date that all applicable required regulatory holding periods have expired and all applicable required governmental approvals shall have been obtained in connection with such exercise of this Warrant by the Holder, if such Business Day is later than on October 5, 2005 (October 5, 2005 or such later date being herein referred to exercised as the "Warrant Expiration Date")set forth above. After the Warrant Expiration Date, this Warrant will be null and void and of no force or effect. (b) The purchase rights evidenced by If this Warrant shall be exercised by in respect to only a part of the Shares covered hereby, the Holder surrendering this Warrant, together with the form shall be entitled to receive a similar Warrant of subscription attached hereto as Exhibit A, duly executed by the Holder, to the Company at its office in Boulder, Colorado, accompanied by payment of an amount (the "Exercise Payment") equal to the Warrant Price multiplied by like tenor and date covering the number of Warrant Shares being purchased pursuant to such exercise, payable as follows: (i) by payment to the Company in cash, by certified or official bank check, or by wire transfer of the Exercise Payment, (ii) by surrender to the Company for cancellation of securities of the Company having a Market Price (as defined below) on the date of exercise equal to the Exercise Payment; or (c) by a combination of the methods described in clauses (a) and (b) above. In lieu of exercising the Warrant, the Holder may elect to receive a payment equal to the difference between (i) the Market Price multiplied by the number of Warrant Shares as to which the payment is then being elected and (ii) the exercise price with respect to such which this Warrant Shares, payable by the Company to the Holder only in shares of Common Stock valued at the Market Price on the date of exercise. For purposes hereof, the term "Market Price" shall mean the average closing price of a share of Common Stock or other security for the 15 consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 trading day period on the Nasdaq National Market or, if the shares are not listed on the Nasdaq National Market, in the over-the-counter market or, if the shares of Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly and in good faith by the Company and the Holder; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by an independent investment banking firm selected jointly and in good faith by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. All reasonable costs and expenses incurred in connection with the determination of Market Price shall be borne by the Companyhave been exercised.

Term of Warrant, Exercise of Warrant. The Warrant entitles the registered owner thereof to purchase up to 100,000 Common Shares at a purchase price of $3.50 per share (athe "Exercise Price") at any time after the date hereof and on and before 5:00 p.m. Central Time on October 3, 2000 (the "Expiration Date"). The Exercise Price and the Shares issuable upon exercise of the Warrant are subject to adjustment upon the occurrence of certain events specified in Section 8 of this Agreement. Subject to the terms provisions of this WarrantAgreement, the registered Holder of the Warrant shall have the right, at its option, which may be exercised as set forth in whole or in part, at any time, and from time to time, commencing at the time of the issuance of this Warrant and expiring at 5:00 p.m. Eastern Time on October 5, 2005Certificate, to purchase from the Company (and the Company shall issue and sell to such registered Holder of the Warrant) the number of fully paid and nonassessable shares of Common Stock which the Holder may at the time be entitled to purchase upon exercise of this Warrant ("Warrant Shares"). Notwithstanding the foregoing, if the Holder shall have given the Company written notice of its intention to exercise this Warrant on or before 5:00 p.m. Eastern Time on October 5, 2005, the Holder may exercise this Warrant at any time through (and including) the Business Day next following the date that all applicable required regulatory holding periods have expired and all applicable required governmental approvals have been obtained Shares specified in connection with such exercise of this Warrant by the Holder, if such Business Day is later than on October 5, 2005 (October 5, 2005 or such later date being herein referred to as the "Warrant Expiration Date"). After the Warrant Expiration DateCertificate, this upon surrender to the Company, or its duly authorized agent, of the Warrant will be null and void and of no force or effect. (b) The purchase rights evidenced by this Warrant shall be exercised by the Holder surrendering this WarrantCertificate, together with the form of subscription attached hereto as Exhibit Aelection to purchase on the reverse thereof duly filled in and signed, duly executed by the Holder, to the Company at its office in Boulder, Colorado, accompanied by payment of an amount (the "Exercise Payment") equal to the Warrant Price multiplied by the number of Warrant Shares being purchased pursuant to such exercise, payable as follows: (i) by and upon payment to the Company in cash, by certified or official bank check, or by wire transfer of the Exercise PaymentPrice, (ii) by surrender to as adjusted in accordance with the Company provisions of Section 8 of this Agreement, for cancellation of securities of the Company having a Market Price (as defined below) on the date of exercise equal to the Exercise Payment; or (c) by a combination of the methods described in clauses (a) and (b) above. In lieu of exercising the Warrant, the Holder may elect to receive a payment equal to the difference between (i) the Market Price multiplied by the number of Warrant Shares as to in respect of which the payment Warrant is then being elected and (ii) the exercise price with respect to such Warrant Shares, payable by the Company to the Holder only in shares of Common Stock valued at the Market Price on the date of exercise. For purposes hereof, the term "Market Price" shall mean the average closing price of a share of Common Stock or other security for the 15 consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 trading day period on the Nasdaq National Market or, if the shares are not listed on the Nasdaq National Market, in the over-the-counter market or, if the shares of Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly and in good faith by the Company and the Holderexercised; provided, however, that if such parties are unable purchase shall not be for fewer than the lesser of (i) 1,000 Shares or (ii) the full number of Shares for which the Warrant is then exercisable. Payment of such Exercise Price may be 3 made in cash, wire transfer of funds or by certified or official bank check payable to reach agreement within a reasonable period the order of timethe Company. No adjustment shall be made for any dividends on any Shares issuable upon exercise of the Warrant. Upon the surrender of the Warrant Certificate and payment of the Exercise Price as aforesaid, the Market Price Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered Holder of the Warrant and (subject to receipt of evidence of compliance with the Securities Act in accordance with the provisions of Section 12 of this Agreement) in such name or names as such registered Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cash, as provided in Section 11 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be determined deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of the Warrant Certificate and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of the Warrant Certificates and payment of such Exercise Price, the transfer books for the Shares shall be closed, the certificates for the Shares in good faith respect of which the Warrant is then exercised shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, that the transfer books of record shall not be closed at any one time for a period longer than twenty days unless otherwise required by an independent investment banking firm selected jointly and law. The rights of purchase represented by the Warrant shall be exercisable at the election of the Holder thereof, either in good faith full or from time to time in part and, in the event that the Warrant Certificate is exercised in respect of less than all Shares purchasable on such exercise at any time prior to the Expiration Date, a new Warrant Certificate will be issued for the remaining number of Shares specified in the Warrant Certificate so surrendered. All Warrant Certificates surrendered upon exercise of the Warrant shall be canceled by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association disposed of in accordance with its rules. All reasonable costs and expenses incurred in connection with the determination of Market Price shall be borne by a manner satisfactory to the Company.

Term of Warrant, Exercise of Warrant. (a) Subject to the terms of this Warrant, the Holder shall have the right, at its option, which may be exercised in whole or in part, at any time, and from time to time, commencing at the time of the issuance of this Warrant and expiring at until 5:00 p.m. Eastern Time on October 5May 20, 2005, 2006 to purchase from the Company the number of fully paid and nonassessable shares of Common Stock which the Holder may at the time be entitled to purchase upon on exercise of this Warrant ("the “Warrant Shares"”). Notwithstanding the foregoing, if the Holder shall have given the Company written notice of its intention to exercise this Warrant on or before 5:00 p.m. Eastern Time on October 5May 20, 20052006, the Holder may exercise this Warrant at any time through (and including) the next Business Day next following the date that all applicable required regulatory holding periods have expired and all applicable required governmental approvals have been obtained in connection with such exercise of this Warrant by the Holder, if such Business Day is later than on October 5May 20, 2005 2006 (October 5May 20, 2005 2006 or such later date being herein referred to as the "“Warrant Expiration Date"”). After the Warrant Expiration Date, this Warrant will be null and void and of no force or effectvoid. (b) The purchase rights evidenced by this Warrant shall be exercised by the Holder surrendering this Warrant, together with the form of subscription attached hereto as Exhibit A, A hereof duly executed by the Holder, to the Warrant Agent (as defined in that certain New Class 11 Class A Warrant Agreement, dated as of May 20, 2005 (as amended from time to time, the “Class A Warrant Agreement”), by and between the Company at its office and the Warrant Agent identified therein) in Boulder, Coloradoaccordance with Section 4.1 of the Class A Warrant Agreement, accompanied by the payment in lawful money of the United States of America of an amount (the "“Exercise Payment"”) equal to the Warrant Price Price, multiplied by the number of Warrant Shares being purchased pursuant to such exercise, payable as follows: (i) . The Company shall cause the Exercise Payment to be administered by payment to the Company Warrant Agent in cash, by certified or official bank check, or by wire transfer accordance with Sections 4.5 and 4.6 of the Exercise Payment, (ii) by surrender to the Company for cancellation of securities of the Company having a Market Price (as defined below) on the date of exercise equal to the Exercise Payment; or Class A Warrant Agreement. (c) by a combination Upon any exercise of the methods described in clauses (a) and (b) above. In lieu of exercising the this Warrant, the Company shall cause the Warrant Agent to issue and cause to be delivered with all reasonable dispatch, but in any event within three Business Days, to or upon the written order of the Holder and, subject to Section 3, in such name or names as the Holder may elect to receive designate, a payment equal to the difference between (i) the Market Price multiplied by certificate or certificates for the number of full Warrant Shares issuable upon such exercise together with such other property, including cash, which may be deliverable upon such exercise. If fewer than all of the Warrant Shares represented by this Warrant are purchased, at the Company’s expense, the Company shall issue (or cause the Warrant Agent to issue on the Company’s behalf) to the Holder a new Warrant of the same tenor as to which this Warrant evidencing the payment is Warrant Shares not purchased hereunder, together with the issue of the certificates representing the Warrant Shares then being elected and (ii) the purchased. All Warrant Certificates surrendered upon exercise price with respect to such Warrant Shares, payable of Warrants shall be canceled by the Company to (or the Holder only in shares of Common Stock valued at the Market Price on the date of exercise. For purposes hereof, the term "Market Price" shall mean the average closing price of a share of Common Stock or other security for the 15 consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 trading day period on the Nasdaq National Market or, if the shares are not listed on the Nasdaq National Market, in the over-the-counter market or, if the shares of Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly and in good faith by the Company and the Holder; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by an independent investment banking firm selected jointly and in good faith by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. All reasonable costs and expenses incurred in connection with the determination of Market Price shall be borne by the CompanyWarrant Agent).

Term of Warrant, Exercise of Warrant. (a) Subject to the terms of this Warrant, the Holder shall have the right, at its option, which may be exercised in whole or in part, at any time, and from time to time, commencing at the time of the issuance of this Warrant and expiring at until 5:00 p.m. Eastern Time on October 512, 2005, 2016 to purchase from the Company the number of fully paid and nonassessable shares of Common Stock which the Holder may at the time be entitled to purchase upon on exercise of this Warrant ("Warrant Shares"). Notwithstanding the foregoing, if the Holder shall have given the Company written notice of its intention to exercise this Warrant on or before 5:00 p.m. Eastern Time on October 512, 20052016, the Holder may exercise this Warrant at any time through (and including) the Business Day next following the date that all applicable required regulatory holding periods have expired and all applicable required governmental approvals have been obtained in connection with such exercise of this Warrant by the Holder, if such Business Day is later than on October 512, 2005 2016 (October 512, 2005 2016 or such later date being herein referred to as the "Warrant Expiration Date"). After the Warrant Expiration Date, this Warrant will be null and void and of no force or effectvoid. (b) The purchase rights evidenced by this Warrant shall be exercised by the Holder surrendering this Warrant, together with the form of subscription attached hereto as Exhibit A, at the end hereof duly executed by the Holder, to the Company at its office in BoulderStamford, ColoradoCT (or, in the event the Company’s principal office is no longer in Stamford, CT, its then principal office in the United States (the “Principal Office”)), accompanied by payment payment, of an amount (the "Exercise Payment") equal to the Warrant Price multiplied by the number of Warrant Shares being purchased pursuant to such exercise, payable as follows: (i) by payment to the Company in cash, by certified or official bank check, or by wire transfer of the Exercise Payment, (ii) by surrender to the Company for cancellation of securities of the Company having a Market Price (as defined belowhereinafter defined) on the date of exercise equal to the Exercise Payment; or (ciii) by a combination of the methods described in clauses (ai) and (bii) above. In lieu of exercising the Warrant, the Holder may elect to receive a payment equal to the difference between (i) the Market Price on the date of exercise multiplied by the number of Warrant Shares as to which the payment is then being elected and (ii) the exercise price Exercise Payment with respect to such Warrant Shares, payable by the Company to the Holder only in shares of Common Stock valued at the Market Price on the date of exerciseexercise (a “Net Exercise”). For purposes hereof, the term "Market Price" shall mean mean, with respect to any day, the average closing price of a share of Common Stock or other security for the 15 fifteen (15) consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 fifteen (15) trading day period on the Nasdaq National Market or, if the shares are not listed on the Nasdaq National MarketNasdaq, in the over-the-counter market or pink sheets or, if the shares of Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly and in good faith by the Company and the Holder; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by an independent investment banking firm selected jointly and in good faith by the Company and the Holder or, if that selection cannot be made within 15 fifteen (15) days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. All reasonable costs and expenses incurred in connection with the determination of Market Price shall be borne by the Company.

Term of Warrant, Exercise of Warrant. (a) Subject to the terms of this Warrant, including without limitation Section 6, the Holder shall have the right, at its option, which may be exercised as hereinafter provided, in whole or in part, at any time, and from time to time, commencing at the time of the issuance of this Warrant and expiring at until 5:00 p.m. Eastern Pacific Time on October 5, 2005the thirty-six (36) month anniversary of the date of issuance of this Warrant (the “Scheduled Expiration Date”), to purchase from the Company the number of fully paid and nonassessable shares of Common [Series E Preferred] [Common] Stock which the Holder may at the time be entitled to purchase upon on exercise of this Warrant ("“Warrant Shares"”). Notwithstanding the foregoing, if the Holder shall have given the Company written notice of its intention to exercise this Warrant on or before 5:00 p.m. Eastern Pacific Time on October 5, 2005the Scheduled Expiration Date, the Holder may exercise this Warrant at any time through (and including) the Business Day next following the date that all applicable required regulatory holding periods have expired and all applicable required governmental approvals have been obtained in connection with such exercise of this Warrant by the Holder, if such Business Day is later than on October 5, 2005 the Scheduled Expiration Date (October 5, 2005 the Scheduled Expiration Date or such later date being herein referred to as the "“Warrant Expiration Date"”). After the Warrant Expiration Date, this Warrant will be null and void and of no force or effectvoid. (bi) The purchase rights evidenced by this Warrant shall be exercised by the Holder surrendering this Warrant, together with the form of subscription attached hereto as Exhibit A, at the end hereof duly executed by the Holder, to the Company at its office in BoulderFoster City, ColoradoCalifornia (or, in the event the Company’s principal office is no longer in Foster City, California, its then principal office in the United States (the “Principal Office”)), accompanied by payment payment, of an amount (the "“Exercise Payment"”) equal to the Warrant Price multiplied by the number of Warrant Shares being purchased pursuant to such exercise, payable as follows: (i) by payment to the Company in cash, by certified or official bank check, or by wire transfer of the Exercise Payment, . (ii) by surrender to the Company for cancellation of securities of the Company having a Market Price (as defined below) on the date of exercise equal to the Exercise Payment; or (c) by a combination of the methods described in clauses (a) and (b) above. In lieu of exercising this Warrant pursuant to Section 2(b)(i), if the WarrantMarket Price per share of [Series E Preferred] [Common] Stock as of the date of such exercise is greater than the Warrant Price, the Holder may elect to receive a payment number of shares of [Series E Preferred] [Common] Stock equal to the difference between value of this Warrant (ior of any portion of this Warrant being exercised) by surrender of this Warrant at the Market Price multiplied Principal Office with the form of subscription at the end hereof duly executed by the number of Warrant Shares as to Holder reflecting such election, in which the payment is then being elected and (ii) the exercise price with respect to such Warrant Shares, payable by event the Company shall issue to the Holder only in that number of shares of Common [Series E Preferred] [Common] Stock valued at computed using the Market Price on the date of exercise. For purposes hereof, the term "Market Price" shall mean the average closing price of a share of Common Stock or other security for the 15 consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 trading day period on the Nasdaq National Market or, if the shares are not listed on the Nasdaq National Market, in the over-the-counter market or, if the shares of Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly and in good faith by the Company and the Holder; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by an independent investment banking firm selected jointly and in good faith by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. All reasonable costs and expenses incurred in connection with the determination of Market Price shall be borne by the Company.following formula: X = Y (A – B) Where:

Term of Warrant, Exercise of Warrant. (a) Subject to the terms of this Warrant, the Holder shall have the right, at its optionany time during the period commencing at 9:00 a.m., which may be exercised in whole or in part, at any New York time, and from time to on the date hereof, until 5:00 p.m., New York time, commencing at on June 13, 2003 (the time of the issuance of this Warrant and expiring at 5:00 p.m. Eastern Time on October 5, 2005"Termination Date"), to purchase from the Company the number of fully paid and nonassessable shares of Common Stock Shares to which the Holder may at the time be entitled to purchase upon exercise of this Warrant ("Warrant Shares"). Notwithstanding the foregoing, if the Holder shall have given the Company written notice of its intention pursuant to exercise this Warrant on or before 5:00 p.m. Eastern Time on October 5, 2005, the Holder may exercise this Warrant at any time through (and including) the Business Day next following the date that all applicable required regulatory holding periods have expired and all applicable required governmental approvals have been obtained in connection with such exercise of this Warrant by the Holder, if such Business Day is later than on October 5, 2005 (October 5, 2005 or such later date being herein referred to as the "Warrant Expiration Date"). After the Warrant Expiration Date, this Warrant will be null and void and of no force or effect. (b) The purchase rights evidenced by this Warrant shall be exercised by the Holder surrendering this Warrant, together with the form of subscription attached hereto as Exhibit A, duly executed by the Holderupon surrender, to the Company at its office in Boulderthis principal office, Coloradoof this Warrant certificate, accompanied by payment of an amount (together with the "Exercise Payment") equal to the Warrant Price multiplied by the number of Warrant Shares being purchased pursuant to such exercisePurchase Form attached hereto duly completed and signed, payable as follows: (i) by and upon payment to the Company of the Warrant Price for the number of Shares in respect of which this Warrant is then being exercised. Payment of the aggregate Warrant Price shall be made in cash, by certified or official bank cashier's check, or by wire transfer transfer, or a combination thereof. Upon surrender of this Warrant and payment of the Exercise PaymentWarrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch, to or upon the written order of the Holder and (ii) by surrender subject to the Company restrictive legend on the first page of this Warrant) in such name or names 3 as the Holder may designate, a certificate or certificates for cancellation the number of securities full Shares so purchased upon the exercise of the Company having this Warrant, together with cash, as provided in Section 8 hereof, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Market Price (holder of record of such Shares as defined below) on of the date of exercise equal to the Exercise Payment; or (c) by a combination surrender of this Warrant and payment of the methods described in clauses (a) and (b) above. In lieu of exercising the WarrantWarrant Price as aforesaid; provided that if, the Holder may elect to receive a payment equal to the difference between (i) the Market Price multiplied by the number of Warrant Shares as to which the payment is then being elected and (ii) the exercise price with respect to such Warrant Shares, payable by the Company to the Holder only in shares of Common Stock valued at the Market Price on the date of exercise. For purposes hereofsurrender of this Warrant and payment of such Warrant Price, the term "Market Price" shall mean transfer books for the average closing price of a share of Common Stock Shares or other security class of stock purchasable upon the exercise of this Warrant shall be closed, the certificates for the 15 consecutive trading days preceding such day on Shares in respect of which this Warrant is then exercised shall be issuable as of the principal national securities exchange date on which such books shall next be opened (whether before or after the shares Termination Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; and provided further that the transfer books of Common Stock or securities are listed or admitted to trading orrecord, if unless otherwise required by law, shall not listed or admitted to trading on be closed at any national securities exchangeone time for a period longer than twenty days. The rights of purchase represented by this Warrant shall be exercisable, at the average election of the reported bid and asked prices during such 15 trading day period on the Nasdaq National Market orHolder, if the shares are not listed on the Nasdaq National Marketeither in full or from time to time in part and, in the over-the-counter market orevent that this Warrant is exercised in respect of fewer than all of the Shares at any time prior to the date of expiration of this Warrant, if a new Warrant certificate to purchase the shares of Common Stock or securities are not publicly traded, the Market Price for such day shall remaining Shares will be the fair market value thereof determined jointly and in good faith by the Company and the Holder; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by an independent investment banking firm selected jointly and in good faith by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. All reasonable costs and expenses incurred in connection with the determination of Market Price shall be borne by the Companyissued.

Term of Warrant, Exercise of Warrant. (a) Subject to the terms and conditions of this WarrantAgreement, the Holder shall have the right, at its option, which may be exercised in whole or in part, at any time, and from time to time, during the period commencing at upon the time closing of the issuance of this Warrant Company's initial underwritten public offering (the "IPO") and expiring at ending 5:00 p.m. Eastern Time on October 5, 2005, the fifth anniversary of such closing (the "Exercise Period") to purchase from the Company the a number of fully paid and nonassessable shares of Common Stock (the "Subject Shares") equal to 5% of the Company's issued and outstanding shares of Common Stock and Common Stock equivalents (giving effect to all outstanding convertible debt securities, warrants and options issued in financing transactions, but not to any compensatory warrants or options) as of and after giving effect to the IPO. The price per share at which the Subject Shares may be purchase by the Holder may at the time be entitled to purchase upon exercise of this the Warrant (the "Warrant SharesExercise Price"). Notwithstanding ) shall be equal to (A) two times the foregoingsum of (i) the Cash Payment, if (ii) the Holder shall have given principal amount of the Purchase Note, (iii) any payments made by the Company written notice pursuant to Section 3.2.1 of its intention the Purchase Agreement, and (iv) $_____, which is equal to exercise this Warrant on the amount of additional cash contributed or before 5:00 p.m. Eastern Time on October 5loaned to the Company prior to or within 30 days of the Closing Date, 2005, the Holder may exercise this Warrant at any time through divided by (and includingB) the Business Day next following the date that all applicable required regulatory holding periods have expired and all applicable required governmental approvals have been obtained in connection with such exercise number of this Warrant by the Holder, if such Business Day is later than on October 5, 2005 (October 5, 2005 or such later date being herein referred to as the "Warrant Expiration Date"). After the Warrant Expiration Date, this Warrant will be null and void and of no force or effectSubject Shares. (b) The purchase rights evidenced Warrant is exercisable at the Exercise Price payable by this Warrant shall be exercised cash or by certified or cashier's check, in next day funds, or any combination thereof. Notwithstanding the foregoing, the Holder surrendering this Warrantmay surrender the Purchase Note, together with or any other indebtedness or obligation of the form of subscription attached hereto as Exhibit A, duly executed by Company to the Holder, to the Company at its office in Boulderas payment for all or portion of the Exercise Price. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, Colorado, accompanied by together with payment of an amount (the "Exercise Payment") equal to the Warrant Price multiplied by for the number of Subject Shares purchased, at the Company's principal offices located at One Electronics Drive, Trenton, New Jersey, the Holder shall be entitled to receive a certificate or certificates for the Subject Shares so purchased. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Subject Shares as of the date of surrender of the Warrant Shares being purchased pursuant to such exercise, payable as follows: (i) by exercised and payment to the Company in cash, by certified or official bank check, or by wire transfer of the Exercise PaymentPrice, (ii) by surrender to as aforesaid, notwithstanding that the Company for cancellation of certificate or certificates representing such securities shall not actually have been delivered or that the stock transfer books of the Company having shall then be closed. The Warrant shall be exercisable, at the election of a Market Price (as defined below) on Holder, either in full or from time to time in part, but in no event for less than 10 shares at any one time, and, in the date event that a certificate evidencing the Warrant is exercised in respect of exercise equal less than all of the Subject Shares at any time prior to the expiration of the Exercise Payment; or Period, a new certificate evidencing the remaining portion of the Warrant will be issued by the Company. (c) by a combination of the methods described in clauses (a) and (b) above. In lieu of exercising the Warrantthis Warrant as provided in Section 1(a) and 1(b) above, the Holder may elect to of this Warrant may, upon prior written consent of the Company which shall be given in the Company's sole and absolute discretion, receive a payment shares equal to the difference between value (ias determined below) of this Warrant by surrender of the Market Price multiplied by Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a number of Subject Shares computed using the following formula: X = Y(A-B) ------ A where X = the number of Warrant Subject Shares as to which the payment is then being elected and (ii) the exercise price with respect to such Warrant Shares, payable by the Company be issued to the Holder only in shares holder of Common Stock valued at the Warrant. Y = the number of Subject Shares for which this Warrant may be exercised. A = the average Market Price on of one Subject Share for the 10 trading days prior to date of exercise. For purposes hereof, the term "Market Price" shall mean the average closing price of a share of Common Stock or other security for the 15 consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average surrender of the reported bid and asked prices during such 15 trading day period on the Nasdaq National Market or, if the shares are not listed on the Nasdaq National Market, in the over-the-counter market or, if the shares of Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly and in good faith by the Company and the Holder; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by an independent investment banking firm selected jointly and in good faith by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. All reasonable costs and expenses incurred in connection with the determination of Market Price shall be borne by the CompanyWarrant.

Term of Warrant, Exercise of Warrant. The Warrant entitles the registered owner thereof to purchase up to 100,000 Common Shares at a purchase price of $3.50 per share (athe "Exercise Price") at any time after the date hereof and on and before 5:00 p.m. Central Time on October 3, 2000 (the "Expiration Date"). The Exercise Price and the Shares issuable upon exercise of the Warrant are subject to adjustment upon the occurrence of certain events specified in Section 8 of this Agreement. Subject to the terms provisions of this WarrantAgreement, the registered Holder of the Warrant shall have the right, at its option, which may be exercised as set forth in whole or in part, at any time, and from time to time, commencing at the time of the issuance of this Warrant and expiring at 5:00 p.m. Eastern Time on October 5, 2005Certificate, to purchase from the Company (and the Company shall issue and sell to such registered Holder of the Warrant) the number of fully paid and nonassessable shares of Common Stock which the Holder may at the time be entitled to purchase upon exercise of this Warrant ("Warrant Shares"). Notwithstanding the foregoing, if the Holder shall have given the Company written notice of its intention to exercise this Warrant on or before 5:00 p.m. Eastern Time on October 5, 2005, the Holder may exercise this Warrant at any time through (and including) the Business Day next following the date that all applicable required regulatory holding periods have expired and all applicable required governmental approvals have been obtained Shares specified in connection with such exercise of this Warrant by the Holder, if such Business Day is later than on October 5, 2005 (October 5, 2005 or such later date being herein referred to as the "Warrant Expiration Date"). After the Warrant Expiration DateCertificate, this upon surrender to the Company, or its duly authorized agent, of the Warrant will be null and void and of no force or effect. (b) The purchase rights evidenced by this Warrant shall be exercised by the Holder surrendering this WarrantCertificate, together with the form of subscription attached hereto as Exhibit Aelection to purchase on the reverse thereof duly filled in and signed, duly executed by the Holder, to the Company at its office in Boulder, Colorado, accompanied by payment of an amount (the "Exercise Payment") equal to the Warrant Price multiplied by the number of Warrant Shares being purchased pursuant to such exercise, payable as follows: (i) by and upon payment to the Company in cash, by certified or official bank check, or by wire transfer of the Exercise PaymentPrice, (ii) by surrender to as adjusted in accordance with the Company provisions of Section 8 of this Agreement, for cancellation of securities of the Company having a Market Price (as defined below) on the date of exercise equal to the Exercise Payment; or (c) by a combination of the methods described in clauses (a) and (b) above. In lieu of exercising the Warrant, the Holder may elect to receive a payment equal to the difference between (i) the Market Price multiplied by the number of Warrant Shares as to in respect of which the payment Warrant is then being elected and (ii) the exercise price with respect to such Warrant Shares, payable by the Company to the Holder only in shares of Common Stock valued at the Market Price on the date of exercise. For purposes hereof, the term "Market Price" shall mean the average closing price of a share of Common Stock or other security for the 15 consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 trading day period on the Nasdaq National Market or, if the shares are not listed on the Nasdaq National Market, in the over-the-counter market or, if the shares of Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly and in good faith by the Company and the Holderexercised; provided, however, that if such parties are unable purchase shall not be for fewer than the lesser of (i) 1,000 Shares or (ii) the full number of Shares for which the Warrant is then exercisable. Payment of such Exercise Price may be made in cash, wire transfer of funds or by certified or official bank check payable to reach agreement within a reasonable period the order of timethe Company. No adjustment shall be made for any dividends on any Shares issuable upon exercise of the Warrant. Upon the surrender of the Warrant Certificate and payment of the Exercise Price as aforesaid, the Market Price Company shall issue and cause to be delivered with 3 all reasonable dispatch to or upon the written order of the registered Holder of the Warrant and (subject to receipt of evidence of compliance with the Securities Act in accordance with the provisions of Section 12 of this Agreement) in such name or names as such registered Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cash, as provided in Section 11 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be determined deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of the Warrant Certificate and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of the Warrant Certificates and payment of such Exercise Price, the transfer books for the Shares shall be closed, the certificates for the Shares in good faith respect of which the Warrant is then exercised shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, that the transfer books of record shall not be closed at any one time for a period longer than twenty days unless otherwise required by an independent investment banking firm selected jointly and law. The rights of purchase represented by the Warrant shall be exercisable at the election of the Holder thereof, either in good faith full or from time to time in part and, in the event that the Warrant Certificate is exercised in respect of less than all Shares purchasable on such exercise at any time prior to the Expiration Date, a new Warrant Certificate will be issued for the remaining number of Shares specified in the Warrant Certificate so surrendered. All Warrant Certificates surrendered upon exercise of the Warrant shall be canceled by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association disposed of in accordance with its rules. All reasonable costs and expenses incurred in connection with the determination of Market Price shall be borne by a manner satisfactory to the Company.