Common use of Terms of Warrants Clause in Contracts

Terms of Warrants. Vested Warrants The Warrants will entitle the holder thereof to purchase a number of shares of Common Stock equal to approximately 15% of the fully diluted equity of the Company (determined after giving effect to the management option pool but without giving effect to the Warrants and with the exact percentage to be determined so as to result in the initial 65%/25%/10% split between STG, Xxxxxxx and the management option pool referenced in “Terms of the Investment – The Transaction” above) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants may be exercised at any time from and after the Closing. Exercise Price $0.01 per share of Common Stock. Sale Transaction In the event of an acquisition of 100% of the equity of the Company by any person (whether by merger or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will be entitled to terminate the Warrants immediately following consummation of such Sale Transaction. Holders of Warrants shall be entitled to prior notice of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon exercise of Warrants will be appropriately adjusted for stock splits, recapitalizations and similar events. In the case of any recapitalization, business combination or reorganization in which the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassification.

Terms of Warrants. Vested (1) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each whole Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Incentive Expiry Time, to acquire one (1) Warrant Share and one (1) Incentive Warrant upon payment of the Incentive Exercise Price. (2) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each whole Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Incentive Expiry Time and prior to the Expiry Time, to acquire one (1) Warrant Share upon payment of the Exercise Price. (3) No fractional Warrants The shall be issued or otherwise provided for hereunder and Warrants will may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrants shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant. (4) Each whole Warrant shall entitle the holder thereof to purchase a such other rights and privileges as are set forth in this Indenture. (5) The number of shares of Common Stock equal to approximately 15% of the fully diluted equity of the Company (determined after giving effect to the management option pool but without giving effect Warrant Shares which may be purchased pursuant to the Warrants and with the exact percentage Exercise Price or Incentive Exercise Price, as applicable shall be adjusted upon the events and in the manner specified in Section 4.1. (6) Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be determined so as to result in the initial 65%/25%/10% split between STG, Xxxxxxx and the management option pool referenced in “Terms delivered is a resident of the Investment – The Transaction” above) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants may be exercised at any time from and after the Closing. Exercise Price $0.01 per share of Common Stock. Sale Transaction In the event of an acquisition of 100% of the equity of the Company by any person (whether by merger a country or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will be entitled to terminate the Warrants immediately following consummation of such Sale Transaction. Holders of Warrants shall be entitled to prior notice of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon exercise of Warrants will be appropriately adjusted for stock splits, recapitalizations and similar events. In the case of any recapitalization, business combination or reorganization political subdivision thereof in which the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or exchanged for the number Warrant Agent may require any person to provide proof of shares of Preferred Stock issuable upon an applicable exemption from such securities legislation to the Corporation and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationany Warrant.

Terms of Warrants. Vested Designation of the Series of Warrants: [Call] [Put] Warrants The Warrant Property: Aggregate Number of Warrants: Warrant Exercise Price: Dates upon which Warrants will entitle the holder thereof to purchase a may be exercised: Expiration Date: Currency in which exercise payments shall be made: [Maximum number of shares Warrants exercisable on any day:] Formula for determining Cash Settlement Value: Exchange Rate (or method of Common Stock equal to approximately 15% calculation): Other Terms: Designation of the fully diluted equity Series of Purchase Contracts: [Purchase][Sale] Purchase Contracts Purchase Contract Property: Aggregate Number of Purchase Contracts: Price to Public: Settlement Date: [Purchase/Sale] Price of Purchase Contract Property Form: Other Terms: Capitalized terms used above and not defined herein shall have the meanings set forth in the Prospectus and Prospectus Supplement referred to above. All communications hereunder shall be in writing and effective only upon receipt and (a) if to the Underwriters, shall be delivered, mailed or sent via facsimile in care of [ ], facsimile number [ ], Attention: [ ], or (b) if to the Company, shall be delivered, mailed or sent via facsimile to 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000, facsimile number [ ], Attention: [ ]. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company (determined after giving effect or any other person and will not claim that the Underwriters are acting in such capacity in connection with the offering of the Offered Securities contemplated hereby. Additionally, none of the Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the management option pool but without giving effect offering of Offered Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Warrants and Company with respect thereto. Any review by the exact percentage to be determined so as to result in the initial 65%/25%/10% split between STG, Xxxxxxx and the management option pool referenced in “Terms Underwriters of the Investment – The Transaction” above) as Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of immediately following the ClosingUnderwriters and shall not be on behalf of the Company. Except as provided under set forth herein, all provisions contained in the document entitled Westar Energy, Inc. Underwriting Agreement Standard Provisions (Debt Securities, First Mortgage Bonds, Warrants, Purchase Contracts and Units) dated [ ], (the “Sale Transaction,” the Warrants may be exercised at any time from and after the Closing. Exercise Price $0.01 per share of Common Stock. Sale Transaction In the event of an acquisition of 100% of the equity of the Company by any person (whether by merger or sale of securities) (a “Sale TransactionStandard Provisions”), including any Sale Transaction constituting a Triggering Eventcopy of which is attached hereto, the Company will be entitled to terminate the Warrants immediately following consummation of such Sale Transaction. Holders of Warrants shall be entitled to prior notice of any Sale Transaction are herein incorporated by reference in their entirety and shall be permitted deemed to exercise be a part of this Agreement to the Warrants effective immediately prior tosame extent as if such provisions had been set forth in full herein, and subject to consummation of, except that (i) if any term defined in such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon exercise of Warrants will be appropriately adjusted for stock splits, recapitalizations and similar events. In the case of any recapitalization, business combination or reorganization in which the Preferred Stock document is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction)otherwise defined herein, the Warrants will definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be automatically converted deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into warrants in connection with the transactions contemplated hereby shall not be deemed to purchase such be a part of this Agreement. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, [Names of Lead Managers] On behalf of themselves and the other securitiesUnderwriters named herein By [ ] By: [ ] Name: Title: Accepted: WESTAR ENERGY, cash or other assets as may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassification.INC. By: Name: Title:

Terms of Warrants. Vested (1) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Share upon payment of the Exercise Price. (2) If at any time the volume weighted average trading price of the Shares on the CSE equals or exceeds $13.25 per Share for 10 consecutive Trading Days (whether or not a trade occurs on one or more such days), the Corporation shall be entitled, at the option of the Corporation, to exercise the Acceleration Right by disseminating an Acceleration New Release. An Acceleration New Release shall be deemed to be delivered to each Registered Warrantholder on the date that the Corporation disseminates the Acceleration New Release announcing that the Corporation is exercising the Acceleration Right. (3) No fractional Warrants The shall be issued or otherwise provided for hereunder and Warrants will may only be exercised in a sufficient number to acquire whole numbers of Shares. Any fractional Warrants shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant. (4) Each Warrant shall entitle the holder thereof to purchase a such other rights and privileges as are set forth in this Indenture. (5) The number of shares of Common Stock equal to approximately 15% of the fully diluted equity of the Company (determined after giving effect to the management option pool but without giving effect Shares which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1. (6) The Corporation covenants with the exact percentage Warrant Agent that, upon the Corporation disseminating an Acceleration News Release, the Corporation shall promptly provide written notice to the Warrant Agent of the dissemination of the Acceleration New Release, and such notice shall include a copy of the Acceleration New Release. (7) Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Shares upon the exercise of any Warrant if the person to whom such shares are to be determined so as to result in the initial 65%/25%/10% split between STG, Xxxxxxx and the management option pool referenced in “Terms delivered is a resident of the Investment – The Transaction” above) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants may be exercised at any time from and after the Closing. Exercise Price $0.01 per share of Common Stock. Sale Transaction In the event of an acquisition of 100% of the equity of the Company by any person (whether by merger a country or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will be entitled to terminate the Warrants immediately following consummation of such Sale Transaction. Holders of Warrants shall be entitled to prior notice of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon exercise of Warrants will be appropriately adjusted for stock splits, recapitalizations and similar events. In the case of any recapitalization, business combination or reorganization political subdivision thereof in which the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or exchanged for the number Warrant Agent may require any person to provide proof of shares of Preferred Stock issuable upon an applicable exemption from such securities legislation to the Corporation and Warrant Agent before Shares are delivered pursuant to the exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationany Warrant.

Terms of Warrants. Vested The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants (the "EXERCISE PRICE") shall be $0.01 per share. The Warrants will entitle shall be initially exercisable in the holder thereof to purchase a aggregate for that number of shares of Common Stock equal to approximately 157.5% of the fully diluted equity of the Company Common Stock outstanding on June 30, 2000 (determined calculated after giving effect to the management option pool but without giving effect exercise of such Warrants and all options, warrants and rights to acquire Common Stock in existence on such date and the conversion or exchange of all convertible or exchangeable securities in existence on such date for the maximum number of shares of Common Stock obtainable whether or not such options, warrants or rights are then exercisable or vested and whether or not such convertible or exchangeable securities are then convertible or exchangeable) (a "FULLY DILUTED BASIS"). Subject to the Warrants and with terms of this Agreement, each Warrant holder shall have the exact percentage to be determined so as to result in the initial 65%/25%/10% split between STGright, Xxxxxxx and the management option pool referenced in “Terms of the Investment – The Transaction” above) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants which may be exercised immediately and until 5:00 p.m., New York City time on June 30, 2010, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, each Warrant holder may exercise its right, during the exercise period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the holder of the Warrant Shares upon such exercise. Each Warrant not exercised prior to 5:00 p.m., New York City time, on June 30, 2010 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. For purposes of this paragraph of Section 6, "FAIR MARKET VALUE" shall be (1) if the Common Stock is reported on an interdealer quotation system, the last reported sales price per share, or if there is no reported sales price, the average of the last bid and ask per share, of the Common Stock on the trading day immediately prior to the exercise date, (2) if the Common Stock is listed on a securities exchange, the average of the closing prices of the Common Stock for the five consecutive trading days on the principal securities exchange on which the Common Stock is so listed immediately prior to the Escrow Release Date, or (3) if the Common Stock is not so reported or listed, as reasonably determined by the Company's Board of Directors as supported by an opinion of a nationally recognized investment banking firm. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof or (ii) in the manner provided in this Section 6. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12 hereof; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (j) of Section 11 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as reasonably practicable, but in any event not later than three business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 12 hereof. 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 Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time from and after prior to the Closing. Exercise Price $0.01 per share date of Common Stock. Sale Transaction In the event of an acquisition of 100% expiration of the equity Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company by for such purpose. The Warrant Agent may assume that any person (whether by merger or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will Warrant presented for exercise is permitted to be entitled to terminate the Warrants immediately following consummation of so exercised under applicable law and shall have no liability for acting in reliance on such Sale Transactionassumption. Holders All Warrant Certificates surrendered upon exercise of Warrants shall be entitled canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to prior notice the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon Warrant Shares through the exercise of Warrants will be appropriately adjusted such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for stock splits, recapitalizations and similar eventsinspection by the holders with reasonable prior written notice during normal business hours at its office. In The Company shall supply the case Warrant Agent from time to time with such numbers of any recapitalization, business combination or reorganization in which copies of this Agreement as the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Agent may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationrequest.

Terms of Warrants. Vested The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants The Warrants will entitle (the “Exercise Price”) shall be $2.00 per share. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised prior to 5:00 p.m., New York City Time on October 13, 2015, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and upon payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, each Warrant holder shall have the right to convert the Warrants into Warrant Shares as provided in this Section 6 (the “Conversion Right”) at any time or from time to time during the exercise period provided that the Fair Market Value of one Warrant Share at the time of exercise is greater than the Exercise Price. Upon exercise of the Conversion Right, the Company shall deliver to such holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Warrant Shares computed using the following formula: where X = the number of Warrant Shares to be delivered to the holder; Y = the number of Warrant Shares that would have been delivered to the holder if the holder had paid the Exercise Price in full for all converted Warrants; A = the Fair Market Value of one Warrant Share at the time of exercise; and B = the Exercise Price (on the Conversion Date). For purposes of this Section 6, “Fair Market Value” shall be (1) if the Common Stock is reported on an interdealer quotation system, the last reported sales price per share, or if there is no reported sales price, the average of the last bid and ask per share of the Common Stock on the trading day immediately prior to the exercise date, (2) if the Common Stock is listed on a securities exchange, the average of the closing prices of the Common Stock for the five consecutive trading days on the principal securities exchange on which the Common Stock is so listed, or (3) if the Common Stock is not so reported or listed, as reasonably determined by the Company’s Board of Directors as supported by an opinion of a nationally recognized investment banking firm. Each Warrant not exercised prior to 5:00 p.m. New York City Time on October 13, 2015 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase a number of shares of Common Stock equal on the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to approximately 15% of the fully diluted equity Warrant Agent for the account of the Company (determined after giving effect of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price, if required, shall be made in cash or by certified or official bank check payable to the management option pool but without giving effect order of the Company in New York Clearing House Funds, or the equivalent thereof. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and with payment of the exact percentage Exercise Price, the Warrant Agent shall deliver to the Company the notice of exercise and thereupon, the Company shall issue and cause to be determined so delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12 hereof; provided, however, that if the Company proposes to result effect a transaction which would require that notice be given to the Warrant holders pursuant to Section 13(c) hereof, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as reasonably practicable, but in any event not later than three business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the initial 65%/25%/10% split between STG, Xxxxxxx manner described in this sentence together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued and the management option pool referenced in “Terms any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Investment – date of the surrender of such Warrants and payment of the Exercise Price. The Transaction” above) as Warrants shall be exercisable, at the election of immediately following the Closing. Except as provided under “Sale Transaction,” holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants may be is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time from and after prior to the Closing. Exercise Price $0.01 per share date of Common Stock. Sale Transaction In the event of an acquisition of 100% expiration of the equity Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company by for such purpose. The Warrant Agent may assume that any person (whether by merger or sale of securities) (a “Sale Transaction”)Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption, including any Sale Transaction constituting a Triggering Event, except where the Company will Warrant Agent has actual knowledge that such Warrant is not permitted to be entitled to terminate the Warrants immediately following consummation of such Sale Transactionexercised. Holders All Warrant Certificates surrendered upon exercise of Warrants shall be entitled canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner and certify such disposal to prior notice the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon Warrant Shares through the exercise of Warrants will be appropriately adjusted such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for stock splits, recapitalizations and similar eventsinspection by the holders with reasonable prior written notice during normal business hours at its office. In The Company shall supply the case Warrant Agent from time to time with such numbers of any recapitalization, business combination or reorganization in which copies of this Agreement as the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Agent may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationrequest.

Terms of Warrants. Vested (a) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each whole Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Warrant Share upon payment of the Exercise Price. (b) No fractional Warrants The shall be issued or otherwise provided for hereunder and Warrants will may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrants shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant. (c) Each whole Warrant shall entitle the holder thereof to purchase a such other rights and privileges as are set forth in this Indenture. (d) The number of shares of Common Stock equal to approximately 15% of the fully diluted equity of the Company (determined after giving effect to the management option pool but without giving effect Warrant Shares which may be purchased pursuant to the Warrants and with the exact percentage to Exercise Price therefor shall be determined so as to result adjusted upon the events and in the initial 65%/25%/10% split between STG, Xxxxxxx and the management option pool referenced manner specified in “Terms of the Investment – The Transaction” aboveSection 4.1. (e) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants may be exercised If at any time from and after the Closing. Exercise Price $0.01 per share of Common Stock. Sale Transaction In Effective Date, the event of an acquisition of 100% daily volume weighted average trading price of the equity Common Shares shall exceed the Acceleration Trigger Price for the preceding ten (10) consecutive Trading Days on CSE (or such other stock exchange where the majority of the Company by any person (whether by merger or sale of securities) (a “Sale Transaction”trading volume occurs), including any Sale Transaction constituting a Triggering Event, the Company will be entitled to terminate the Warrants immediately following consummation of such Sale Transaction. Holders of Warrants Corporation shall be entitled to prior notice entitled, at the option of any Sale Transaction and shall be permitted the Corporation, to exercise the Warrants effective immediately prior to, and subject Acceleration Right by disseminating the Acceleration Notice. An Acceleration Notice shall be delivered to consummation each Registered Warrantholder in the manner in Section 10.2 by (or on behalf of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable ) the Corporation. (f) Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of Warrants will any Warrant if the person to whom such shares are to be appropriately adjusted for stock splits, recapitalizations and similar events. In the case delivered is a resident of any recapitalization, business combination a country or reorganization political subdivision thereof in which the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or exchanged for the number Warrant Agent may require any person to provide proof of shares of Preferred Stock issuable upon an applicable exemption from such securities legislation to the Corporation and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationany Warrant.

Terms of Warrants. Vested The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants The Warrants will entitle (the "EXERCISE PRICE") shall be $ per share. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised commencing at the opening of business on the date that such Warrant may be issued pursuant to the Exchange Offer and until 5:00 p.m., New York City time on , , to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, each Warrant holder may exercise its right, during the exercise period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate Market Price (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the holder of the Warrant Shares upon such exercise. Each Warrant not exercised prior to 5:00 p.m., New York City time, on , shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Company at the principal corporate trust office of the Warrant Agent, which is currently located at the address listed in SECTION 18 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase a on the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto as EXHIBIT A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof or (ii) in the manner provided in this SECTION 6. Subject to the provisions of SECTION 8 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants, subject to SECTION 13 hereof; provided, however, that if any Business Combination proposed to be effected by the Company as defined in SECTION 12 hereof, or a tender offer or an exchange offer for shares of Common Stock equal to approximately 15% of the fully diluted equity of the Company (determined after giving effect to the management option pool but without giving effect to the shall be made, upon such surrender of Warrants and with payment of the exact percentage Exercise Price as aforesaid, the Company shall, as soon as reasonably practicable, but in any event not later than three business days thereafter, issue and cause to be determined so as to result delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the initial 65%/25%/10% split between STG, Xxxxxxx manner described in this sentence subject to SECTION 13 hereof. Such certificate or certificates shall be deemed to have been issued and the management option pool referenced in “Terms any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Investment – date of the surrender of such Warrants and payment of the Exercise Price. The Transaction” above) as Warrants shall be exercisable, at the election of immediately following the Closing. Except as provided under “Sale Transaction,” holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants may be is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time from and after prior to the Closing. Exercise Price $0.01 per share date of Common Stock. Sale Transaction In the event of an acquisition of 100% expiration of the equity Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this SECTION 6 and of SECTION 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company by for such purpose. The Warrant Agent may assume that any person (whether by merger or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will Warrant presented for exercise is permitted to be entitled to terminate the Warrants immediately following consummation of so exercised under applicable law and shall have no liability for acting in reliance on such Sale Transactionassumption. Holders All Warrant Certificates surrendered upon exercise of Warrants shall be entitled canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to prior notice the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon Warrant Shares through the exercise of Warrants will be appropriately adjusted such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for stock splits, recapitalizations and similar eventsinspection by the holders with reasonable prior written notice during normal business hours at its office. In The Company shall supply the case Warrant Agent from time to time with such numbers of any recapitalization, business combination or reorganization in which copies of this Agreement as the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Agent may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationrequest.

Terms of Warrants. Vested The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants (the "EXERCISE PRICE") shall be $10.00 per share. The Warrants will entitle shall be initially exercisable in the holder thereof to purchase a aggregate for that number of shares of Common Stock equal to approximately 1518.05% of the fully diluted equity of Common Stock outstanding on the Company date hereof (determined calculated after giving effect to the management option pool but without giving effect exercise of such Warrants and all options, warrants and rights to acquire Common Stock and the conversion of all convertible securities for the maximum number of shares of Common Stock obtainable whether or not such options, warrants or rights are then exercisable or vested and whether or not such convertible securities are then convertible). Subject to the Warrants and with terms of this Agreement, each Warrant holder shall have the exact percentage to be determined so as to result in the initial 65%/25%/10% split between STGright, Xxxxxxx and the management option pool referenced in “Terms of the Investment – The Transaction” above) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants which may be exercised until 5:00 p.m., New York City time on March 25, 2010, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m., New York City time, on March 25, 2010 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in SECTION 21 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto as EXHIBIT A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof or (ii) in the manner provided in this SECTION 6. Subject to the provisions of SECTION 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in SECTION 12 hereof. 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 Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time from and after prior to the Closing. Exercise Price $0.01 per share date of Common Stock. Sale Transaction In the event of an acquisition of 100% expiration of the equity Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this SECTION 6 and of SECTION 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company by for such purpose. The Warrant Agent may assume that any person (whether by merger or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will Warrant presented for exercise is permitted to be entitled to terminate the Warrants immediately following consummation of so exercised under applicable law and shall have no liability for acting in reliance on such Sale Transactionassumption. Holders All Warrant Certificates surrendered upon exercise of Warrants shall be entitled canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to prior notice the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon Warrant Shares through the exercise of Warrants will be appropriately adjusted such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for stock splits, recapitalizations and similar eventsinspection by the holders with reasonable prior written notice during normal business hours at its office. In The Company shall supply the case Warrant Agent from time to time with such numbers of any recapitalization, business combination or reorganization in which copies of this Agreement as the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Agent may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationrequest.

Terms of Warrants. Vested The initial exercise price at which Warrant Shares shall be purchasable upon the exercise of Warrants (the “Exercise Price”) shall be $19.00 per share. Fractional shares shall not be issued upon the exercise of any Warrant, but, in any case where the exercise of a holder’s Warrants could result in the receipt of a fractional interest in a share of Common Stock, the number of shares issued to the holder will be rounded up to the nearest whole number. The Warrants will entitle shall be initially exercisable in the holder thereof to purchase a aggregate for that number of shares of Common Stock equal to approximately 1522% of the fully diluted equity of Common Stock outstanding on the Company date hereof (determined calculated after giving effect to the management option pool but without giving effect exercise of such Warrants and all options, warrants and rights to acquire Common Stock and the conversion of all convertible securities for the maximum number of shares of Common Stock obtainable whether or not such options, warrants or rights are then exercisable or vested and whether or not such convertible securities are then convertible). Subject to the Warrants and with terms of this Agreement, each Warrant holder shall have the exact percentage to be determined so as to result in the initial 65%/25%/10% split between STGright, Xxxxxxx and the management option pool referenced in “Terms of the Investment – The Transaction” above) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants which may be exercised until 5:00 p.m., New York City time on August 17, 2011, to receive from the Corporation the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m., New York City time, on August 17, 2011, shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Corporation at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 19 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase appearing on the reverse side of the certificate filled in and signed and such other documentation as the Warrant Agent may reasonably request, and 2 upon payment to the Warrant Agent for the account of the Corporation of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of Registrar and Transfer Company, or the equivalent thereof or (ii) in the manner provided in this Section 6. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Warrant Agent shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. 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 Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time from and after prior to the Closing. Exercise Price $0.01 per share date of Common Stock. Sale Transaction In the event of an acquisition of 100% expiration of the equity Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Corporation, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company by Corporation for such purpose. The Warrant Agent may assume that any person (whether by merger or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will Warrant presented for exercise is permitted to be entitled to terminate the Warrants immediately following consummation of so exercised under applicable law and shall have no liability for acting in reliance on such Sale Transactionassumption. Holders All Warrant Certificates surrendered upon exercise of Warrants shall be entitled canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to prior notice the Corporation with respect to Warrants exercised and concurrently pay to the Corporation all monies received by the Warrant Agent for the purchase of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon Warrant Shares through the exercise of Warrants will be appropriately adjusted such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for stock splits, recapitalizations and similar eventsinspection by the holders with reasonable prior written notice during normal business hours at its office. In The Corporation shall supply the case Warrant Agent from time to time with such numbers of any recapitalization, business combination or reorganization in which copies of this Agreement as the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Agent may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationrequest.

Terms of Warrants. Vested The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants (the “Exercise Price”) shall be $20.00 per share. The Warrants will entitle shall be initially exercisable in the holder thereof to purchase a aggregate for that number of shares of Common Stock equal to approximately 1532% of the fully diluted equity of Common Stock outstanding on the Company date hereof (determined calculated after giving effect to the management option pool but without giving effect exercise of such Warrants and all options, warrants and rights to acquire Common Stock and the conversion of all convertible securities for the maximum number of shares of Common Stock obtainable whether or not such options, warrants or rights are then exercisable or vested and whether or not such convertible securities are then convertible). Subject to the Warrants and with terms of this Agreement, each Warrant holder shall have the exact percentage to be determined so as to result in the initial 65%/25%/10% split between STGright, Xxxxxxx and the management option pool referenced in “Terms of the Investment – The Transaction” above) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants which may be exercised until 5:00 p.m., New York City time on <expiration date>, 2011, to receive from the Corporation the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m., New York City time, on <expiration date>, 2011, shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Corporation at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 19 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Corporation of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto 2 as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of Registrar and Transfer Company, or the equivalent thereof or (ii) in the manner provided in this Section 6. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Corporation shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. 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 Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time from and after prior to the Closing. Exercise Price $0.01 per share date of Common Stock. Sale Transaction In the event of an acquisition of 100% expiration of the equity Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Corporation, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company by Corporation for such purpose. The Warrant Agent may assume that any person (whether by merger or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will Warrant presented for exercise is permitted to be entitled to terminate the Warrants immediately following consummation of so exercised under applicable law and shall have no liability for acting in reliance on such Sale Transactionassumption. Holders All Warrant Certificates surrendered upon exercise of Warrants shall be entitled canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to prior notice the Corporation with respect to Warrants exercised and concurrently pay to the Corporation all monies received by the Warrant Agent for the purchase of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon Warrant Shares through the exercise of Warrants will be appropriately adjusted such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for stock splits, recapitalizations and similar eventsinspection by the holders with reasonable prior written notice during normal business hours at its office. In The Corporation shall supply the case Warrant Agent from time to time with such numbers of any recapitalization, business combination or reorganization in which copies of this Agreement as the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Agent may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationrequest.

Terms of Warrants. Vested (1) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each Warrant shall entitle the Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Common Share upon payment of the Exercise Price. (2) No fractional Warrants The shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares. For greater certainty, the Corporation shall not be required upon the exercise of any Warrants to issue fractional Common Shares in satisfaction of its obligations hereunder, and in such case, upon exercise of a Warrant, the number of Common Shares issuable upon the exercise of any Warrants shall be rounded down to the nearest whole number and no consideration will be paid in lieu of fractional Common Shares. (3) Each Warrant shall entitle the holder thereof to purchase a such other rights and privileges as are set forth in this Indenture. (4) The number of shares of Common Stock equal to approximately 15% of the fully diluted equity of the Company (determined after giving effect to the management option pool but without giving effect Shares which may be purchased pursuant to the Warrants and with the exact percentage to Exercise Price therefor shall be determined so as to result adjusted upon the events and in the initial 65%/25%/10% split between STG, Xxxxxxx and the management option pool referenced manner specified in “Terms of the Investment – The Transaction” aboveSection 4.1. (5) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants may be exercised If at any time from and after the Closing. Exercise Price $0.01 per share of Common Stock. Sale Transaction In date that is twelve (12) months following the event of an acquisition of 100% Effective Date, the daily volume weighted average trading price of the equity Common Shares shall equal or exceed $0.50 for a period of twenty (20) consecutive Trading Days on the CSE immediately prior to the date of delivery of the Company by any person (whether by merger or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering EventAcceleration Notice to the Warrant Agent, the Company will be entitled to terminate the Warrants immediately following consummation of such Sale Transaction. Holders of Warrants Corporation shall be entitled to prior notice entitled, at the option of any Sale Transaction and shall be permitted the Corporation, to exercise the Warrants effective immediately prior toAcceleration Right by delivering an Acceleration Notice to the Warrant Agent, and subject following which the Warrant Agent shall deliver the Acceleration Notice to consummation ofeach Registered Warrantholder in the manner set forth in Section 10.2; provided that the failure of the Warrant Agent to deliver such notice to any Registered Warrantholder, or any delay in providing such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon notice to any Registered Warrantholder, shall not invalidate or impugn the exercise of Warrants will be appropriately adjusted for stock splits, recapitalizations and similar events. In the case Acceleration Right by the Corporation in any respect whatsoever. (6) Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any recapitalization, business combination Warrant if the person to whom such shares are to be delivered is a resident of a country or reorganization political subdivision thereof in which the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or exchanged for the number Warrant Agent may require any person to provide proof of shares of Preferred Stock issuable upon an applicable exemption from such securities legislation to the Corporation and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationany Warrant.

Terms of Warrants. Vested EXERCISE OF WARRANTS. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m., New York City time, on the Expiration Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; PROVIDED, HOWEVER, that no holder shall be entitled to exercise such holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 8, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the holders of all then outstanding Warrants to the effect that the Warrants will entitle terminate and become void as of 5:00 p.m., New York City time, on the holder thereof Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; PROVIDED, HOWEVER, in no event will holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a number bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of shares a registered securities exchange or the National Association of Common Stock equal Securities Dealers, Inc., and upon payment to approximately 15% of the fully diluted equity Warrant Agent for the account of the Company (determined after giving effect of the Exercise Price in federal funds as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the management option pool but without giving effect account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the holder of the Warrant Shares. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall be the current market price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth in Section 13(f). Subject to the provisions of Section 9 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above by any holder, the Warrant Agent shall promptly notify the Company, and the Company shall promptly transfer to such holder a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which such holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by such holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to such holder or any other Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 15. Any such certificate or certificates representing the exact percentage Warrant Shares shall be deemed to have been issued and any Person so designated to be determined so named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Exercisability Date, at the election of the holders thereof, either in full or from time to result time in part, and, in the initial 65%/25%/10% split between STG, Xxxxxxx and the management option pool referenced event that a certificate evidencing Warrants is exercised in “Terms respect of fewer than all of the Investment – The Transaction” above) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants may be exercised Warrant Shares issuable on such exercise at any time from prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and after the Closing. Exercise Price $0.01 per share Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of Common Stock. Sale Transaction In this Section 8 and of Section 4 hereof, and the event of an acquisition of 100% of Company, whenever required by the equity Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company by any person (whether by merger or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will be entitled to terminate the Warrants immediately following consummation of for such Sale Transactionpurpose. Holders All Warrant Certificates surrendered upon exercise of Warrants shall be entitled to prior notice of any Sale Transaction and canceled by the Warrant Agent. Such canceled Warrant Certificates shall be permitted returned by the Warrant Agent to exercise the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants effective immediately prior to, exercised and subject concurrently pay to consummation of, such Sale Transaction. Adjustments The Exercise Price and number the Company all monies received by the Warrant Agent for the purchase of shares issuable upon the Warrant Shares through the exercise of Warrants will be appropriately adjusted such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for stock splits, recapitalizations and similar eventsinspection by the holders during normal business hours at its office. In The Company shall supply the case Warrant Agent from time to time with such numbers of any recapitalization, business combination or reorganization in which copies of this Agreement as the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Agent may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationrequest.

Terms of Warrants. Vested Designation of the Series of Warrants: [Call] [Put] Warrants The Warrant Property: Aggregate Number of Warrants: Warrant Exercise Price: Dates upon which Warrants will entitle the holder thereof to purchase a may be exercised: Expiration Date: Currency in which exercise payments shall be made: [Maximum number of shares Warrants exercisable on any day:] Formula for determining Cash Settlement Value: Exchange Rate (or method of Common Stock equal to approximately 15% calculation): Other Terms: Designation of the fully diluted equity Series of Purchase Contracts: [Purchase][Sale] Purchase Contracts Purchase Contract Property: Aggregate Number of Purchase Contracts: Price to Public: Settlement Date: [Purchase/Sale] Price of Purchase Contract Property Form: Other Terms: Capitalized terms used above and not defined herein shall have the meanings set forth in the Prospectus and Prospectus Supplement referred to above. All communications hereunder shall be in writing and effective only upon receipt and (a) if to the Underwriters, shall be delivered, mailed or sent via facsimile in care of [ ], facsimile number [ ], Attention: [ ], or (b) if to the Company, shall be delivered, mailed or sent via facsimile to 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000, facsimile number [ ], Attention: [ ]. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company (determined after giving effect or any other person and will not claim that the Underwriters are acting in such capacity in connection with the offering of the Offered Securities contemplated hereby. Additionally, none of the Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the management option pool but without giving effect offering of Offered Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Warrants and Company with respect thereto. Any review by the exact percentage to be determined so as to result in the initial 65%/25%/10% split between STG, Xxxxxxx and the management option pool referenced in “Terms Underwriters of the Investment – The Transaction” above) as Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of immediately following the ClosingUnderwriters and shall not be on behalf of the Company. Except as provided under set forth herein, all provisions contained in the document entitled Westar Energy, Inc. Underwriting Agreement Standard Provisions (Debt Securities, First Mortgage Bonds, Warrants, Purchase Contracts and Units) dated [ ], (the “Sale Transaction,” the Warrants may be exercised at any time from and after the Closing. Exercise Price $0.01 per share of Common Stock. Sale Transaction In the event of an acquisition of 100% of the equity of the Company by any person (whether by merger or sale of securities) (a “Sale TransactionStandard Provisions”), including any Sale Transaction constituting a Triggering Eventcopy of which is attached hereto, the Company will be entitled to terminate the Warrants immediately following consummation of such Sale Transaction. Holders of Warrants shall be entitled to prior notice of any Sale Transaction are herein incorporated by reference in their entirety and shall be permitted deemed to exercise be a part of this Agreement to the Warrants effective immediately prior tosame extent as if such provisions had been set forth in full herein, and subject to consummation of, except that (i) if any term defined in such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon exercise of Warrants will be appropriately adjusted for stock splits, recapitalizations and similar events. In the case of any recapitalization, business combination or reorganization in which the Preferred Stock document is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction)otherwise defined herein, the Warrants will definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be automatically converted deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into warrants in connection with the transactions contemplated hereby shall not be deemed to purchase such be a part of this Agreement. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, [Names of Lead Managers] On behalf of themselves and the other securitiesUnderwriters named herein By [ ] By: Name: Title: Accepted: WESTAR ENERGY, cash or other assets as may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassification.INC. By: Name: Title:

Terms of Warrants. Vested The initial exercise price at which Warrant Shares shall be purchasable upon the exercise of Warrants (the “Exercise Price”) shall be $19.00 per share. Fractional shares shall not be issued upon the exercise of any Warrant, but, in any case where the exercise of a holder’s Warrants could result in the receipt of a fractional interest in a share of Common Stock, the number of shares issued to the holder will be rounded up to the nearest whole number. The Warrants will entitle shall be initially exercisable in the holder thereof to purchase a aggregate for that number of shares of Common Stock equal to approximately 1522% of the fully diluted equity of Common Stock outstanding on the Company date hereof (determined calculated after giving effect to the management option pool but without giving effect exercise of such Warrants and all options, warrants and rights to acquire Common Stock and the conversion of all convertible securities for the maximum number of shares of Common Stock obtainable whether or not such options, warrants or rights are then exercisable or vested and whether or not such convertible securities are then convertible). Subject to the Warrants and with terms of this Agreement, each Warrant holder shall have the exact percentage to be determined so as to result in the initial 65%/25%/10% split between STGright, Xxxxxxx and the management option pool referenced in “Terms of the Investment – The Transaction” above) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants which may be exercised until 5:00 p.m., New York City time on <expiration date>, 2011, to receive from the Corporation the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m., New York City time, on <expiration date>, 2011, shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Corporation at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 19 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase appearing on the reverse side of the certificate filled in and signed and such other documentation as the Warrant Agent may reasonably request, and 2 upon payment to the Warrant Agent for the account of the Corporation of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of Registrar and Transfer Company, or the equivalent thereof or (ii) in the manner provided in this Section 6. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Warrant Agent shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. 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 Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time from and after prior to the Closing. Exercise Price $0.01 per share date of Common Stock. Sale Transaction In the event of an acquisition of 100% expiration of the equity Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Corporation, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company by Corporation for such purpose. The Warrant Agent may assume that any person (whether by merger or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will Warrant presented for exercise is permitted to be entitled to terminate the Warrants immediately following consummation of so exercised under applicable law and shall have no liability for acting in reliance on such Sale Transactionassumption. Holders All Warrant Certificates surrendered upon exercise of Warrants shall be entitled canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to prior notice the Corporation with respect to Warrants exercised and concurrently pay to the Corporation all monies received by the Warrant Agent for the purchase of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon Warrant Shares through the exercise of Warrants will be appropriately adjusted such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for stock splits, recapitalizations and similar eventsinspection by the holders with reasonable prior written notice during normal business hours at its office. In The Corporation shall supply the case Warrant Agent from time to time with such numbers of any recapitalization, business combination or reorganization in which copies of this Agreement as the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Agent may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationrequest.

Terms of Warrants. Vested The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants The Warrants will entitle (the "EXERCISE PRICE") shall be $ per share. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised commencing at the opening of business on the date that such Warrant may be issued pursuant to the Exchange Offer and until 5:00 p.m., New York City time on , , to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, each Warrant holder may exercise its right, during the exercise period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate Market Price (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the holder of the Warrant Shares upon such exercise. Each Warrant not exercised prior to 5:00 p.m., New York City time, on , shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Company at the principal corporate trust office of the Warrant Agent, which is currently located at the address listed in SECTION 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase a on the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto as EXHIBIT A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof or (ii) in the manner provided in this SECTION 6. Subject to the provisions of SECTION 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants, subject to SECTION 12 hereof; provided, however, that if any Business Combination proposed to be effected by the Company as defined in SECTION 11 hereof, or a tender offer or an exchange offer for shares of Common Stock equal to approximately 15% of the fully diluted equity of the Company (determined after giving effect to the management option pool but without giving effect to the shall be made, upon such surrender of Warrants and with payment of the exact percentage Exercise Price as aforesaid, the Company shall, as soon as reasonably practicable, but in any event not later than three business days thereafter, issue and cause to be determined so as to result delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the initial 65%/25%/10% split between STG, Xxxxxxx manner described in this sentence subject to SECTION 12 hereof. Such certificate or certificates shall be deemed to have been issued and the management option pool referenced in “Terms any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Investment – date of the surrender of such Warrants and payment of the Exercise Price. The Transaction” above) as Warrants shall be exercisable, at the election of immediately following the Closing. Except as provided under “Sale Transaction,” holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants may be is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time from and after prior to the Closing. Exercise Price $0.01 per share date of Common Stock. Sale Transaction In the event of an acquisition of 100% expiration of the equity Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this SECTION 6 and of SECTION 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company by for such purpose. The Warrant Agent may assume that any person (whether by merger or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will Warrant presented for exercise is permitted to be entitled to terminate the Warrants immediately following consummation of so exercised under applicable law and shall have no liability for acting in reliance on such Sale Transactionassumption. Holders All Warrant Certificates surrendered upon exercise of Warrants shall be entitled canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to prior notice the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon Warrant Shares through the exercise of Warrants will be appropriately adjusted such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for stock splits, recapitalizations and similar eventsinspection by the holders with reasonable prior written notice during normal business hours at its office. In The Company shall supply the case Warrant Agent from time to time with such numbers of any recapitalization, business combination or reorganization in which copies of this Agreement as the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Agent may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationrequest.

Terms of Warrants. Vested Designation of the Series of Warrants: [Call] [Put] Warrants The Warrant Property: Aggregate Number of Warrants: Warrant Exercise Price: Dates upon which Warrants will entitle the holder thereof to purchase a may be exercised: Expiration Date: Currency in which exercise payments shall be made: [Maximum number of shares Warrants exercisable on any day:] Formula for determining Cash Settlement Value: Exchange Rate (or method of Common Stock equal to approximately 15% calculation): Other Terms: Designation of the fully diluted equity Series of Purchase Contracts: [Purchase][Sale] Purchase Contracts Purchase Contract Property: Aggregate Number of Purchase Contracts: Price to Public: Settlement Date: [Purchase/Sale] Price of Purchase Contract Property Form: Other Terms: Capitalized terms used above and not defined herein shall have the meanings set forth in the Prospectus and Prospectus Supplement referred to above. All communications hereunder shall be in writing and effective only upon receipt and (a) if to the Underwriters, shall be delivered, mailed or sent via facsimile in care of [ ], facsimile number [ ], Attention: [ ], or (b) if to the Company, shall be delivered, mailed or sent via facsimile to 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000, facsimile number [ ], Attention: [ ]. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company (determined after giving effect or any other person and will not claim that the Underwriters are acting in such capacity in connection with the offering of the Offered Securities contemplated hereby. Additionally, none of the Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the management option pool but without giving effect offering of Offered Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Warrants and Company with respect thereto. Any review by the exact percentage to be determined so as to result in the initial 65%/25%/10% split between STG, Xxxxxxx and the management option pool referenced in “Terms Underwriters of the Investment – The Transaction” above) as Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of immediately following the ClosingUnderwriters and shall not be on behalf of the Company. Except as provided under set forth below, all provisions contained in the document entitled Westar Energy, Inc. Underwriting Agreement Standard Provisions (Debt Securities, First Mortgage Bonds, Warrants, Purchase Contracts, Units and Guarantees) dated [ ], (the “Sale Transaction,” the Warrants may be exercised at any time from and after the Closing. Exercise Price $0.01 per share of Common Stock. Sale Transaction In the event of an acquisition of 100% of the equity of the Company by any person (whether by merger or sale of securities) (a “Sale TransactionStandard Provisions”), including any Sale Transaction constituting a Triggering Eventcopy of which is attached hereto, the Company will be entitled to terminate the Warrants immediately following consummation of such Sale Transaction. Holders of Warrants shall be entitled to prior notice of any Sale Transaction are herein incorporated by reference in their entirety and shall be permitted deemed to exercise be a part of this Agreement to the Warrants effective immediately prior tosame extent as if such provisions had been set forth in full herein, and subject to consummation of, except that (i) if any term defined in such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon exercise of Warrants will be appropriately adjusted for stock splits, recapitalizations and similar events. In the case of any recapitalization, business combination or reorganization in which the Preferred Stock document is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction)otherwise defined herein, the Warrants will definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be automatically converted deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into warrants in connection with the transactions contemplated hereby shall not be deemed to purchase such be a part of this Agreement. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, [Name of Lead Manager] On behalf of themselves and the other securitiesUnderwriters named herein By [ ] By: Name: Title: Accepted: WESTAR ENERGY, cash or other assets as may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassification.INC. By: Name: Title: [SUBSIDIARY GUARANTOR] By: Name: Title:

Terms of Warrants. Vested The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants (the "EXERCISE PRICE") shall be $0.01 per share. The Warrants will entitle shall be initially exercisable in the holder thereof to purchase a aggregate for that number of shares of Common Stock equal to approximately 152.5% of the fully diluted equity of Common Stock outstanding on the Company date hereof (determined calculated after giving effect to the management option pool but without giving effect exercise of such Warrants and all options, warrants and rights to acquire Common Stock and the conversion or exchange of all convertible or exchangeable securities for the maximum number of shares of Common Stock obtainable whether or not such options, warrants or rights are then exercisable or vested and whether or not such convertible or exchangeable securities are then convertible or exchangeable) (a "FULLY DILUTED BASIS"). Subject to the Warrants and with terms of this Agreement, each Warrant holder shall have the exact percentage to be determined so as to result in the initial 65%/25%/10% split between STGright, Xxxxxxx and the management option pool referenced in “Terms of the Investment – The Transaction” above) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants which may be exercised immediately and until 5:00 p.m., New York City time on September 30, 2011, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, each Warrant holder may exercise its right, during the exercise period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the holder of the Warrant Shares upon such exercise. Each Warrant not exercised prior to 5:00 p.m., New York City time, on September 30, 2011 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. For purposes of this paragraph of Section 6, "FAIR MARKET VALUE" shall be (1) if the Common Stock is reported on an interdealer quotation system, the last reported sales price per share, or if there is no reported sales price, the average of the last bid and ask per share, of the Common Stock on the trading day immediately prior to the exercise date, (2) if the Common Stock is listed on a securities exchange, the average of the closing prices of the Common Stock for the five consecutive trading days on the principal securities exchange on which the Common Stock is so listed immediately prior to the Escrow Release Date, or (3) if the Common Stock is not so reported or listed, as reasonably determined by the Company's Board of Directors as supported by an opinion of a nationally recognized investment banking firm. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof or (ii) in the manner provided in this Section 6. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12 hereof; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (j) of Section 11 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as reasonably practicable, but in any event not later than three business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 12 hereof. 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 Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time from and after prior to the Closing. Exercise Price $0.01 per share date of Common Stock. Sale Transaction In the event of an acquisition of 100% expiration of the equity Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company by for such purpose. The Warrant Agent may assume that any person (whether by merger or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will Warrant presented for exercise is permitted to be entitled to terminate the Warrants immediately following consummation of so exercised under applicable law and shall have no liability for acting in reliance on such Sale Transactionassumption. Holders All Warrant Certificates surrendered upon exercise of Warrants shall be entitled canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to prior notice the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon Warrant Shares through the exercise of Warrants will be appropriately adjusted such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for stock splits, recapitalizations and similar eventsinspection by the holders with reasonable prior written notice during normal business hours at its office. In The Company shall supply the case Warrant Agent from time to time with such numbers of any recapitalization, business combination or reorganization in which copies of this Agreement as the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Agent may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationrequest.

Terms of Warrants. Vested The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants (the "EXERCISE PRICE") shall be $0.01 per share. The Warrants will entitle shall be initially exercisable in the holder thereof to purchase a aggregate for that number of shares of Common Stock equal to approximately 157.5% of the fully diluted equity of Common Stock outstanding on the Company Spin-Off Date (determined calculated after giving effect to the management option pool but without giving effect exercise of such Warrants and all options, warrants and rights to acquire Common Stock and the conversion of all convertible securities for the maximum number of shares of Common Stock obtainable whether or not such options, warrants or rights are then exercisable or vested and whether or not such convertible securities are then convertible) (a "FULLY DILUTED Basis"). Subject to the Warrants and with terms of this Agreement, each Warrant holder shall have the exact percentage to be determined so as to result in the initial 65%/25%/10% split between STGright, Xxxxxxx and the management option pool referenced in “Terms of the Investment – The Transaction” above) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants which may be exercised commencing at the opening of business on the date that such Warrant may be released from escrow under the Escrow Agreement (the "ESCROW RELEASE DATE") and until 5:00 p.m., New York City time on June 30, 2010, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, each Warrant holder may exercise its right, during the exercise period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the holder of the Warrant Shares upon such exercise. Each Warrant not exercised prior to 5:00 p.m., New York City time, on June 30, 2010 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. For purposes of this paragraph of SECTION 6, "FAIR MARKET VALUE" shall be (1) if the Common Stock is reported on an interdealer quotation system, the last reported sales price per share, or if there is no reported sales price, the average of the last bid and ask per share, of the Common Stock on the trading day immediately prior to the exercise date, (2) if the Common Stock is listed on a securities exchange, the average of the closing prices of the Common Stock for the five consecutive trading days on the principal securities exchange on which the Common Stock is so listed immediately prior to the Escrow Release Date, or (3) if the Common Stock is not so reported or listed, as reasonably determined by the Company's Board of Directors as supported by an opinion of a nationally recognized investment banking firm. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent, which is currently located at the address listed in SECTION 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto as EXHIBIT A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof or (ii) in the manner provided in this SECTION 6. Subject to the provisions of SECTION 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in SECTION 12 hereof; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of SECTION 11 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as reasonably practicable, but in any event not later than three business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in SECTION 12 hereof. 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 Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time from and after prior to the Closing. Exercise Price $0.01 per share date of Common Stock. Sale Transaction In the event of an acquisition of 100% expiration of the equity Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this SECTION 6 and of SECTION 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company by for such purpose. The Warrant Agent may assume that any person (whether by merger or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will Warrant presented for exercise is permitted to be entitled to terminate the Warrants immediately following consummation of so exercised under applicable law and shall have no liability for acting in reliance on such Sale Transactionassumption. Holders All Warrant Certificates surrendered upon exercise of Warrants shall be entitled canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to prior notice the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon Warrant Shares through the exercise of Warrants will be appropriately adjusted such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for stock splits, recapitalizations and similar eventsinspection by the holders with reasonable prior written notice during normal business hours at its office. In The Company shall supply the case Warrant Agent from time to time with such numbers of any recapitalization, business combination or reorganization in which copies of this Agreement as the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Warrant Agent may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationrequest.

Terms of Warrants. Vested (1) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one Common Share upon payment of the Exercise Price. (2) The Expiry Date may be accelerated to an earlier date in accordance with this Section 2.2(2). If, at any time prior to the Expiry Time, the volume weighted average price of the Common Shares on the TSXV is equal to or greater than $2.00 per Common Share over a period of ten (10) consecutive Trading Days then, within ten (10) Business Days, the Company may give written notice to the Registered Warrantholders and to the Warrant Agent in the manner set forth in Section 10.2 that the Warrants The shall expire on the date that is at least thirty (30) days following the date of such notice, which date shall then be the accelerated Expiry Date, provided that the Company shall also issue a press release announcing the acceleration of the Expiry Date on the same date of such notice. During such 30-day period, a Warrantholder may exercise its Warrants will in accordance with Article 3. (3) No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares. Any fractional Common Shares shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant. (4) Each Warrant shall entitle the holder thereof to purchase a such other rights and privileges as are set forth in this Indenture. (5) The number of shares of Common Stock equal to approximately 15% of the fully diluted equity of the Company (determined after giving effect to the management option pool but without giving effect Shares which may be purchased pursuant to the Warrants and with the exact percentage Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1. (6) Neither the Company nor the Warrant Agent shall have any obligation to deliver Common Shares upon the exercise of any Warrant if the person to whom such shares are to be determined so as to result in the initial 65%/25%/10% split between STG, Xxxxxxx and the management option pool referenced in “Terms delivered is a resident of the Investment – The Transaction” above) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants may be exercised at any time from and after the Closing. Exercise Price $0.01 per share of Common Stock. Sale Transaction In the event of an acquisition of 100% of the equity of the Company by any person (whether by merger a country or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will be entitled to terminate the Warrants immediately following consummation of such Sale Transaction. Holders of Warrants shall be entitled to prior notice of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon exercise of Warrants will be appropriately adjusted for stock splits, recapitalizations and similar events. In the case of any recapitalization, business combination or reorganization political subdivision thereof in which the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as Common Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or exchanged for the number Warrant Agent may require any person to provide proof of shares of Preferred Stock issuable upon an applicable exemption from such securities legislation to the Company and Warrant Agent before Common Shares are delivered pursuant to the exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassificationany Warrant.