Common use of the Cashless Exercise Ratio Clause in Contracts

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.

the Cashless Exercise Ratio. The "Cashless Exercise RatioCASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market ValueCURRENT MARKET VALUE" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-six- month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided PROVIDED that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock Warrant Share on the date of exercise Exercise Date over the Preference Exercise Price per share of Common Stock as of the date of exercise Exercise Date and the denominator of which is the Current Market Value per share of Common Stock Warrant Share on the date of exerciseExercise Date. Upon surrender of a Preference Warrant Certificate representing more than one Preference Series A Warrant in connection with the holder's option to elect a Cashless Exerciseexercise, the holder must specify the number of Preference Warrant Shares deliverable upon a Cashless Exercise shall be equal to the product of the number of Warrant Shares issuable in respect of those Series A Warrants for which such Preference Warrant Certificate is that the Holder specifies are to be exercised (without giving effect pursuant to a Cashless Exercise multiplied by the Cashless Exercise)Exercise Ratio. All provisions of the Preference Series A Warrant Agreement shall be applicable with respect to a Cashless Exercise surrender of a Preference Warrant Certificate for less than the full number of Preference Series A Warrants represented thereby. Capitalized terms used herein without being defined herein Each single Series A Warrant shall have be exercisable only in whole. In the definitions ascribed event that this Warrant Certificate is exercised in respect of fewer than all of the Series A Warrants evidenced thereby at any time prior to such terms in the Preference date of expiration of the Series A Warrants, a new certificate evidencing the remaining Series A Warrant or Series A Warrants will be issued, and the Warrant Agent shall countersign and deliver the required new Warrant Certificate or Certificates pursuant to the Series A Warrant Agreement. "Current Market Value" per share of Common Stock , and the Company, whenever required by the Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company or any other security at any date for such purpose. This Warrant Certificate shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith be valid unless countersigned by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day Company will pay all documentary stamp taxes attributable to the initial issuance of the Series A Warrants and Warrant Shares upon the exercise of Series A Warrants; provided, however, that the -------- ------- Company shall be: (A) not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the case issue of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered Holder of a security listed Warrant Certificate surrendered upon the exercise of a Series A Warrant, and the Company shall not be required to issue or admitted deliver such Warrant Certificates unless or until the person or persons requesting the issuance thereof shall have paid to trading on any U.S. national securities exchange the Company the amount of such tax or quotation systemshall have established to the satisfaction of the Company that such tax has been paid or that no such tax is payable. The Company shall not be required to issue fractional Warrant Shares upon the exercise of Series A Warrants. If more than one Series A Warrant shall be presented for exercise in full at the same time by the same Holder, the closing sales price, regular way, number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on such day, the basis of the aggregate number of Warrant Shares purchasable upon exercise of the Series A Warrants so presented. If any fraction of a Warrant Share would be issuable upon the exercise of any Series A Warrants (or if no sale takes place on such dayspecified portion thereof), the average of the closing bid and asked prices on such day, (B) Company shall pay an amount in the case of a security not then listed or admitted cash equal to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value on the day immediately preceding the date the Series A Warrant is presented for exercise, multiplied by such fraction. All Warrant Shares issuable by the Company upon the exercise of the Series A Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. The Company and the Warrant Agent may deem and treat Holders of the Warrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Series A Warrants do not entitle any Holder hereof to any of the rights of a stockholder of the Company. HARBORSIDE HEALTHCARE CORPORATION By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: DATED: COUNTERSIGNED: UNITED STATES TRUST COMPANY OF NEW YORK, as Warrant Agent By: ------------------------------------- Authorized Signature FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Series A Warrants) HARBORSIDE HEALTHCARE CORPORATION The undersigned hereby irrevocably elects to exercise **__________________ of the within Series A Warrants on the terms and conditions specified in this Warrant Certificate and the Series A Warrant Agreement, surrenders this Warrant Certificate and all right, title and interest therein to Harborside Healthcare Corporation and directs that the Warrant Shares deliverable upon the exercise of such Series A Warrants be registered or placed in the name and at the address specified below and delivered thereto. ** Insert either "all" or such other number of Series A Warrants to be exercised. Date: ____________, ____ Your Signature.______________________________________________________________ (Sign exactly as your name appears on the face of this Warrant Certificate) --------------------------------------------------------------------------- (Street Address) --------------------------------------------------------------------------- (City) (State) (Zip Code) Signature Guaranteed by: ----------------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as if amended. Securities and/or check to be issued to: Please insert social security or identifying number: Securities, check and/or other property to be delivered to: Name: Street Address: City, State and Zip Code: ASSIGNMENT FORM To assign this Series A Warrant, fill in the securities were not registered under form below: I or we assign and transfer this Series A Warrant to (Print or type assignee's name, address and zip code) (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Series A Warrant on the Exchange Act.books of the Company. The agent may substitute another to act for him. --------------------------------------------------------------------------- Date: _____________________

the Cashless Exercise Ratio. The For purposes of this Warrant, the "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of the Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "Cashless Exercise." Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holderHolder's option to elect a Cashless Exercise, the holder must specify number of Shares deliverable upon a Cashless Exercise shall be equal to the Cashless Exercise Ratio multiplied by the product of (a) the number of Preference Warrants for which such Preference Warrant Certificate that the holder specifies is to be exercised pursuant to a Cashless Exercise and (b) the number of Shares for which such Warrant is then exercisable (without giving effect to the Cashless ExerciseExercise Option). If the Company has not effected the registration under the Securities Act of the offer and sale of the Shares by the Company to the holders of the Warrants upon the exercise thereof, the Company may elect to require that holders of the Warrants effect the exercise of the Warrants solely pursuant to the Cashless Exercise option and may also amend the Warrants to eliminate the requirement for payment of the Exercise Price with respect to such Cashless Exercise option. All provisions of the Preference Warrant Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fractionAs provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the numerator Warrants shall be exercisable at any time or from time to time on or after the Closing Date. No Warrant shall be exercisable after the Expiration Date. In the event the Company enters into a Combination, the Holder hereof will be entitled to receive upon exercise of the Warrants the shares of Common Stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; PROVIDED, HOWEVER, that in the event that, in connection with such Combination, consideration to holders of Common Stock in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 2.4 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be issued to the Holder hereof a new Warrant Certificate in respect of the shares of Common Stock as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged by presenting this Warrant Certificate to the Company properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. No fractional Warrant Shares will be issued upon the exercise of the Warrants, but the Company shall pay an amount in cash equal to the Current Market Value (calculated as set forth in this Preference Warrant) per share for one Warrant Share on the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole cent. All shares of Common Stock issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duty and validly issued and fully paid and non-assessable. The Holder in whose name the Warrant Certificate is registered may be deemed and treated by the Company as the absolute owner of the Warrant Certificate for all purposes whatsoever and the Company shall not be affected by notice to the contrary. Except as otherwise specifically required in the Warrant Agreement, the Warrants do not entitle any Holder hereof to any of the rights of a shareholder of the Company. THE NEW YORK RESTAURANT GROUP, INC. By __________________________________ [SEAL] Attest: ____________________________ Secretary DATED: EXHIBIT 1 TO WARRANT CERTIFICATE FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Warrants) THE NEW YORK RESTAURANT GROUP, INC. The undersigned hereby irrevocably elects to exercise [ ] Warrants at an exercise price per Warrant (subject to adjustment) of $.01 to acquire an equal number of shares of Common Stock, par value $.01 per share, of The New York Restaurant Group, Inc., on the date of exercise over terms and conditions specified in the Preference Exercise Price per share Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to The New York Restaurant Group, Inc., and directs that the shares of Common Stock as deliverable upon the exercise of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference such Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms registered or placed in the Preference Warrant Agreementname and at the address specified below and delivered thereto. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall beDate: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.______________________

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean means (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate Affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month periodperiod or if the board of directors of the Company otherwise elects, the fair market value Fair Market Value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that that, in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Boardboard of directors of the Company, a reasonable determination of value, may be utilized) or (ii)(aii) (a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(aii) (a) and (ii)(bii) (b), as certified to the Warrant Agent by the president, the chief executive officer, President or any vice president or the chief financial officer Chief Financial Officer of the Company in a writing delivered to the Preference Warrant AgentCompany. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. United States national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York York, customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.

the Cashless Exercise Ratio. The "Cashless Exercise RatioCASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Supplemental Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Supplemental Warrant Agreement. "Current Market ValueCURRENT MARKET VALUE" per share of Common Stock of the Company or any other security at any date shall mean means (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate Affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month periodperiod or if the board of directors of the Company otherwise elects, the fair market value Fair Market Value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that PROVIDED that, in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Boardboard of directors of the Company, a reasonable determination of value, may be utilized) or (ii)(aii) (a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(aii) (a) and (ii)(bii) (b), as certified to the Warrant Agent by the president, the chief executive officer, President or any vice president or the chief financial officer Chief Financial Officer of the Company in a writing delivered to the Preference Warrant AgentCompany. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. United States national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York York, customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon the exercise of each Warrant shall, subject to certain conditions, be adjusted. In the event the Company enters into a fractionCombination following which this Warrant remains outstanding, the numerator Holder hereof will be entitled to receive upon exercise of the Warrants the shares of capital stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in the event that, in connection with such Combination, consideration to holders of shares of Common Stock in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of shares of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be issued to the Holder hereof a new Warrant Certificate in respect of the Warrant Shares as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Company by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. In the event any fractional Warrant Shares would have to be issued upon the exercise of the Warrants, the Company may, at its option, pay an amount in cash equal to the Current Market Value (calculated as set forth for one Warrant Share on the Business Day immediately preceding the date the Warrant is exercised, multiplied by such fraction, in this Preference Warrant) per share lieu of issuing such fractional share. The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company. All shares of Common Stock on issuable by the date of Company upon the exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise Warrants shall, upon such issue, be duly and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company validly issued and certified in a board resolution, based on the most recently completed arm'sfully paid and non-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Actassessable.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant this Agreement shall be are applicable with respect to a Cashless Exercise an exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein The “Exercise Date” for a Warrant shall have be the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for when all of the trading days before items referred to in the immediately preceding paragraph are received by the Warrant Agent at or prior to 11:00 a.m., New York City time, on a Business Day and the exercise of the Warrants will be effective as of such date for Exercise Date. If any items referred to in such paragraph are received after 11:00 a.m., New York City time, on a Business Day, the exercise of the Warrants to which closing sales prices are availablesuch item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of each an exercise of (ii)(a) and (ii)(b)Warrants on the Expiration Date, as certified if all of the items referred to in such paragraph are received by the presidentWarrant Agent at or prior to 5:00 p.m., New York City time, on the Expiration Date, the chief executive officerexercise of the Warrants to which such items relate will be effective on the Expiration Date. Within three Trading Days after the Exercise Date, subject to the provisions of Section 6 hereof, the Company shall issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder may designate, a certificate or certificates for the number of Warrant Shares issuable upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any vice president or Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the chief financial officer Exercise Date. At the election of the Company with the consent of the holder of record of the relevant Warrant Shares, Warrant Shares may initially be issued in global form (the “Global Shares”). Such Global Shares shall represent such of the outstanding Warrant Shares as shall be specified therein and each Global Share shall provide that it represents the aggregate amount of outstanding Warrant Shares from time to time endorsed thereon and that the aggregate amount of outstanding Warrant Shares represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a writing delivered Global Share to reflect any increase or decrease in the amount of outstanding Warrant Shares represented thereby shall be made by the registrar for the Warrant Shares and the Depositary (referred to below) in accordance with instructions given by the holder thereof. DTC shall (if possible) act as the Depositary with respect to the Preference Global Shares until a successor shall be appointed by the Company and the registrar for the Warrant Shares. Each Warrant shall be exercisable only in whole. In the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrants evidenced thereby at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to this Agreement, and the Company, whenever required by the Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. Holders of Warrants will be able to exercise their Warrants only if a registration statement relating to the Warrant Shares underlying the Warrants is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various Holders of Warrants or other persons to whom it is proposed that Warrant Shares be issued on exercise of the Warrants reside. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. The closing sales price for each such trading day Such canceled Warrant Certificates shall be: (A) in the case then be disposed of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Warrant Agent in a manner consistent with the Warrant Agent’s customary procedure for such disposal and in a manner reasonably satisfactory to the Company, (C) in . The Warrant Agent shall account promptly to the case Company with respect to Warrants exercised. The Warrant Agent shall keep copies of a security not then listed this Agreement and any notices given or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated received hereunder available for inspection by the Company, or, if there Holders during normal business hours at its office. The Company shall be no bid and asked prices on supply the Warrant Agent from time to time with such day, numbers of copies of this Agreement as the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange ActWarrant Agent may request.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon the exercise of each Warrant shall, subject to certain conditions, be adjusted. In the event the Company enters into a fractionCombination following which this Warrant remains outstanding, the numerator Holder hereof will be entitled to receive upon exercise of the Warrants the shares of capital stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in the event that, in connection with such Combination, consideration to holders of Ordinary Shares in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Ordinary Shares or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. 60 Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate in respect of the Warrant Shares as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. In the event any fractional Warrant Shares would have to be issued upon the exercise of the Warrants, the Company may, at its option, pay an amount in cash equal to the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock for one Warrant Share on the Business Day immediately preceding the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole Dutch guilder in lieu of issuing such fractional share. Pursuant to the Warrant Agreement, the Company has certain registration obligations with respect to the Ordinary Shares issuable upon exercise over the Preference Exercise Price per share of Common Stock as of the date Warrants. Pursuant to the Warrant Agreement, if the Company proposes to effect an Initial Public Offering, it shall be obligated to include the Warrant Shares of exercise and holders who request to have such Warrant Shares included; provided, however, that the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless ExerciseManaging Underwriter may, the holder must specify under certain conditions, limit the number of Preference Warrants for which such Preference Warrant Certificate is Shares to be exercised (without giving effect included in the Initial Public Offering. Pursuant to the Cashless Exercise)Warrant Agreement, in the event that an Initial Public Offering has not occurred by the Triggering Date, the Company will be required to make an offer to purchase all outstanding Warrants in cash at the Repurchase Price. All provisions Pursuant to the Warrant Agreement, under certain circumstances in the event of a Change of Control, the Company shall make an offer to purchase any and all of the Preference Warrant Agreement shall be applicable with respect outstanding Warrants at cash purchase prices at least equal to a Cashless Exercise the Repurchase Price. In addition, in the event of a Preference Warrant Certificate for less than sale of the full number Company, the Company has the power to require holders of Preference the Warrants represented therebyto sell such Warrants to the transferee. Capitalized terms used herein The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company, including, without being defined herein shall have limitation, the definitions ascribed right to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock receive dividends, to vote, to consent, to exercise any preemptive rights or to receive notice as stockholders of the Company or in respect of any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board stockholders' meeting for election of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between Company. All Ordinary Shares issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and a person other than an affiliate validly issued and fully paid and non-assessable. The Holder of this Warrant Certificate may be deemed and treated by the Company and the closing Warrant Agent as the absolute owner of which occurs on such date the Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified countersigned by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. 61 FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Warrants) [ ] The closing sales undersigned hereby irrevocably elects to exercise Warrants at an exercise price for each such trading day shall be: (A) per Warrant Share of --------------- NLG to acquire an equal number of Warrant Shares on the terms and -------- conditions specified in the case within Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to , and directs that the Ordinary Shares ---------- deliverable upon the exercise of a security listed such Warrants be registered or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) placed in the case name and at the address specified below and delivered thereto. Date: ------------------, ---- ---------------------------------------(3) (Signature of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, Owner) ---------------------------------------- (CStreet Address) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day ---------------------------------------- (not more than 30 days prior to the date in questionCity) for which prices have been so reported and (DState) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.(Zip Code) Signature Guaranteed by: ----------------------------------------

the Cashless Exercise Ratio. The For purposes of this Warrant, the "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of the Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "Cashless Exercise." Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holderHolder's option to elect a Cashless Exercise, the holder must specify number of Shares deliverable upon a Cashless Exercise shall be equal to the Cashless Exercise Ratio multiplied by the product of (a) the number of Preference Warrants for which such Preference Warrant Certificate that the holder specifies is to be exercised pursuant to a Cashless Exercise and (b) the number of Shares for which such Warrant is then exercisable (without giving effect to the Cashless ExerciseExercise Option). If the Company has not effected the registration under the Securities Act of the offer and sale of the Shares by the Company to the holders of the Warrants upon the exercise thereof, the Company may elect to require that holders of the Warrants effect the exercise of the Warrants solely pursuant to the Cashless Exercise option and may also amend the Warrants to eliminate the requirement for payment of the Exercise Price with respect such Cashless Exercise option. All provisions of the Preference Warrant Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" Warrants shall equal be exercisable, either in full or from time to time in part and, in the event that a fraction, the numerator certificate evidencing Warrants is exercised in respect of which is the excess fewer than all of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock Warrant Shares issuable on such exercise at any time prior to the date of exercise over the Preference Exercise Price per share of Common Stock as expiration of the date of exercise Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the denominator Warrant Agent is irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the Warrant Agreement, and the Company, whenever required by the Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent as such term is used in the Warrant Agreement. As provided in the Warrant Agreement, the Exercise Rate is subject to adjustment upon the happening of certain events. The Company will pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares upon the exercise of Warrants; provided, however, -------- ------- that the Company shall not be required to pay any tax or taxes which is may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such Warrant Certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be presented for exercise in full at the same time by the same holder, the number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. If any fraction of a Warrant Share would be issuable on the exercise of any Warrants (or specified portion thereof), the Company shall pay an amount in cash equal to the Current Market Value per share of the Class A Common Stock of the Company on the day immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction. All shares of Common Stock issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. The Company and the Warrant Agent may deem and treat Holders of the Warrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Warrants do not entitle any Holder hereof to any of the rights of a stockholder of the Company. JOSTENS, INC. By: --------------------------- Name: Title: Attest: _______________________________ Name: Title: DATED: COUNTERSIGNED: THE BANK OF NEW YORK, as Warrant Agent By:____________________ Authorized Signature FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Warrants) JOSTENS, INC. The undersigned hereby irrevocably elects to exercise __________________ Warrants to acquire shares of Class E Common Stock, par value $0.01 per share, of Jostens, Inc., (i) at an exercise price per share of Class E Common Stock of $0.01 or (ii) through Cashless Exercise and otherwise on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, surrenders this Warrant Certificate and all right, title and interest therein to Jostens, Inc. and directs that the shares of Class E Common Stock deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto. Check method of exercise. Upon surrender : Exercise at $0.01 per share of a Preference Common Stock: ___ Cashless Exercise: _____ Date: _______, ________ _______________________________________/1/ (Signature of Owner) (Street Address) ___________________________________________________________________ (City) (State) (Zip Code) Signature Guaranteed by: ____________________________________________________________ --------------------- /1/ The signature must correspond with the name as written upon the face of the Warrant Certificate representing more than one Preference in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a national bank or trust company or by a member firm of any national securities exchange. Securities and/or check to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: A new Warrant in connection with Certificate evidencing any unexercised Warrants evidenced by the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference within Warrant Certificate is to be exercised issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: ASSIGNMENT FORM To assign this Warrant, fill in the form below: I or we assign and transfer this Warrant to (without giving effect Print or type assignee's name, address and zip code) (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Warrant on the Cashless Exercise). All provisions books of the Preference Warrant Agreement shall be applicable Company. The agent may substitute another to act for him. Date: __________ Your Signature: _______________________ The signature must correspond with respect to a Cashless Exercise the name as written upon the face of a Preference the Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein in every particular, without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company alteration or enlargement or any other security at any date shall mean (i) if the security is not registered under the Exchange Actchange whatever, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined must be guaranteed by a nationally national bank or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case trust company or by a member firm of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Actexchange.

the Cashless Exercise Ratio. The For purposes of this Agreement, the "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) Price per share of Common Stock on the date of exercise (calculated as set forth in section 9.1(e) hereof) over the Preference Exercise Price per share of Common Stock of the Warrant as of the date of exercise and the denominator of which is the Current Market Value Price per share of Common Stock on the date of exerciseexercise (calculated as set forth in section 9.1(e) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "Cashless Exercise." Upon surrender of a Preference Warrant Certificate representing evidencing more than one Preference Warrant in connection with the holderHolder's option to elect a Cashless Exercise, the holder must such Holder shall specify the number of Preference Warrants to be exercised pursuant to such Cashless Exercise, and the number of Warrant Shares deliverable upon such Cashless Exercise shall be equal to the number of Warrant Shares for which such Preference Warrant Certificate is to be Warrants are so exercised (without giving effect to multiplied by the Cashless Exercise)Exercise Ratio. All provisions of the Preference Warrant this Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented therebyevidenced by the surrendered Warrant Certificate. Capitalized terms used herein without being defined herein Upon the exercise of any Warrants in accordance with this Agreement, the Company shall have issue and cause to be delivered with all reasonable dispatch, and in any event within five Business Days thereafter, to or upon the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock written order of the Company Holder and in such name or any names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants and shall take such other security actions at any date shall mean (i) if its sole expense as are necessary to complete the security is not registered under the Exchange Act, (a) the value exercise of the securityWarrants (including, determined in good faith by the board without limitation, payment of directors any cash with respect to fractional interest required under section 10 hereof). The certificate or certificates representing such Warrant Shares 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 Company and certified in a board resolutiondate the Warrants are exercised thereunder. Each Warrant Share, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate when issued upon exercise of the Company Warrants, shall be duly authorized, validly issued, fully paid and nonassessable and shall not have been issued in violation of any preemptive rights. In the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided event that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices Warrants evidenced by a Warrant Certificate are available, in the case of each of (ii)(a) and (ii)(b), as certified by the presidentexercised, the chief executive officerHolder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, any vice president or the chief financial officer of and the Company in a writing delivered shall issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case provisions of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average this section 4.2 and of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Actsection 3 hereof.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fractionAs provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the numerator of which is Warrants shall be exercisable at any time on or after [the excess first anniversary of the Current Market Value (calculated date the warrants are issued]; provided, -------- however, that Holders will be able to exercise their Warrants only if a shelf ------- registration statement relating to the Common Stock underlying the Warrants is effective or the issuance of such Common Stock is permitted pursuant to an exemption from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside; provided further, however, that no Warrant shall be exercisable -------- ------- ------- after the Expiration Date. EXHIBIT A In the event Careside enters into a Combination, the Holder hereof will be entitled to receive upon exercise of the Warrants the kind and amount of shares of capital stock or other securities or other property of such surviving entity as set forth the Holder would have been entitled to receive upon or as a result of the Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in this Preference Warrant) per share the event that, in connection with such -------- ------- Combination, consideration to holders of Common Stock on in exchange for their shares is payable solely in cash or in the date event of exercise over the Preference dissolution, liquidation or winding-up of Careside, the Holder hereof will be entitled to receive such cash distributions as the Holder would have received had the Holder exercised its Warrants immediately prior to such Combination, less the Exercise Price per share Price. As provided in the Warrant Agreement, the number of shares of Common Stock as issuable upon the exercise of the date of exercise Warrants and the denominator Exercise Price are subject to adjustment upon the happening of certain events. Careside may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 2.05 of the Warrant Agreement, but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the issuance of the Warrant Shares. Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate representing those Warrants which is were not exercised. This Warrant Certificate may be exchanged at the principal office of Careside by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. No fractional Warrant Shares will be issued upon the exercise of the Warrants, but Careside shall pay an amount in cash equal to the Current Market Value per share Warrant Share on the day immediately preceding the date the Warrant is exercised, multiplied by the fraction of a Warrant Share that would be issuable on the exercise of any Warrant. All shares of Common Stock issuable by Careside upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. Careside shall be entitled to treat the Holder of any Warrant as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the date part of exercise. Upon surrender any other Person, and shall not be liable for any registration or transfer of any Warrant which is registered or to be registered in the name of a Preference fiduciary or the nominee of a fiduciary. The Warrants do not entitle any holder hereof to any of the rights of a shareholder of Careside. EXHIBIT A This Warrant Certificate representing more than one Preference shall not be valid or obligatory for any purpose until it shall have been attested by the Secretary or Assistant Secretary of Careside. CARESIDE, INC. By: --------------------------- Name: Title: [Chief Executive Officer or Chief Financial Officer] DATED: Attest: ---------------------------------------- Name: Title: [Secretary or Assistant Secretary] EXHIBIT A FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Warrants) CARESIDE, INC. The undersigned hereby irrevocably elects to exercise [________] Warrants at an exercise price per Warrant in connection with (subject to adjustment) of $[___________] to acquire [________] shares of Common Stock, par value $.01 per share, of Careside, Inc. on the holder's option to elect a Cashless Exercise, terms and conditions specified within the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to and the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference therein referred to, surrenders the Warrant Certificate for less than attached hereto and all right, title and interest therein to Careside, Inc. and directs that the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share shares of Common Stock deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto. Date: --------------------------------------- (Signature of Owner) --------------------------------------- (Street Address) --------------------------------------- (City) (State) (Zip Code) Signature Guaranteed by: --------------------------------------- [Signature must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee program pursuant to Rule l7Ad-15 of the Company Securities Exchange Act of 1934, as amended] EXHIBIT A Securities and/or check to be issued to: Please insert social security or any other security at any date shall mean (i) if the security is not registered under the Exchange Actidentifying number: Name: Street Address: City, (a) the value of the security, determined in good faith State and Zip Code: Any unexercised Warrants represented by the board of directors of the Company Warrant Certificate to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.Zip Code:

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fractionAs provided in the Agreement and subject to the terms and conditions therein set forth, the numerator Warrants shall be exercisable at any time from and after the Plan Effective Date; provided, however, that no Warrant shall be exercisable after the Expiration Date. In the event the Company enters into a Combination, the Holder hereof will be entitled to receive upon exercise of the Warrants the shares of capital stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in the event that, in connection with such Combination, consideration to holders of Common Stock in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Common Stock as if the Warrants had been exercised immediately prior to such events, less the Exercise Price (subject to adjustment in accordance with Article 4 of the Agreement.). The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 2.4 of the Agreement but not transfer taxes in connection with any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate in respect of the shares of Common Stock as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. No fractional Warrant Shares will be issued upon the exercise of the Warrants, but the Company shall pay an amount in cash equal to the Current Market Value (calculated as set forth in this Preference Warrant) per share for one Warrant Share on the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole cent. The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company. All shares of Common Stock issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. The holder in whose name the Warrant Certificate is registered may be deemed and treated by the Company and the Warrant Agent as the absolute owner of the Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. MARINER HEALTH CARE, INC. By --------------------------------------- Attest: ------------------------ Secretary DATED: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY as Warrant Agent, By ----------------------------- Authorized Signatory FORM OF REVERSE OF WARRANT CERTIFICATE FORM OF ASSIGNMENT (To be executed if the Holder desires to transfer Warrants) FOR VALUE RECEIVED, _______________________________________ hereby sells, assigns, and transfers unto _____________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Warrant Certificate, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint ______________ Attorney, to transfer the within Warrant Certificate on the date books of the within-named Company, with full power of substitution. Dated: _________________ , ______ ------------------------------ Signature Signature Guaranteed: EXHIBIT B FORM OF ELECTION TO PURCHASE WARRANT SHARES AT PER SHARE EXERCISE PRICE (TO BE EXECUTED ONLY UPON EXERCISE OF WARRANTS) MARINER HEALTH CARE, INC. The undersigned hereby irrevocably elects to exercise over the Preference Exercise Price [ ] Warrants at an exercise price per share of Common Stock as (subject to adjustment in accordance with Article 4 of the date Agreement) of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option $28.04 to elect a Cashless Exercise, the holder must specify acquire the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share shares of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange ActMariner Health Care, (a) the value Inc. purchasable upon exercise of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reportedWarrants, on the most recent day terms and conditions specified in the within Warrant Certificate and the Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to American Stock Transfer & Trust Company, and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto. Date: , ------------------ ------- ------------------------------- (not more than 30 days prior to the date in questionSignature of Holder)(1) for which prices have been so reported and -------------------------------- (DStreet Address) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.-------------------------------- (City) (State) (Zip Code)

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fractionAs provided in the Agreement and subject to the terms and conditions therein set forth, the numerator Warrants shall be exercisable at any time from and after the Plan Effective Date; provided, however, that no Warrant shall be exercisable after the Expiration Date. In the event the Company enters into a Combination, the Holder hereof will be entitled to receive upon exercise of the Warrants the shares of capital stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in the event that, in connection with such Combination, consideration to holders of Common Stock in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Common Stock as if the Warrants had been exercised immediately prior to such events, less the Exercise Price (subject to adjustment in accordance with Article 4 of the Agreement.). The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 2.4 of the Agreement but not transfer taxes in connection with any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate in respect of the shares of Common Stock as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. No fractional Warrant Shares will be issued upon the exercise of the Warrants, but the Company shall pay an amount in cash equal to the Current Market Value (calculated as set forth in this Preference Warrant) per share for one Warrant Share on the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole cent. The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company. All shares of Common Stock issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. The holder in whose name the Warrant Certificate is registered may be deemed and treated by the Company and the Warrant Agent as the absolute owner of the Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. MARINER HEALTH CARE, INC. By ------------------------ Attest: --------------------------- Secretary DATED: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY as Warrant Agent, By ------------------------------- Authorized Signatory FORM OF REVERSE OF WARRANT CERTIFICATE FORM OF ASSIGNMENT (To be executed if the Holder desires to transfer Warrants) FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns, and transfers unto _________________________________________ ------------------------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------------------------ this Warrant Certificate, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney, to transfer the within Warrant Certificate on the date books of the within-named Company, with full power of substitution. Dated: ________________, ________ ------------------------------ Signature Signature Guaranteed: EXHIBIT B FORM OF ELECTION TO PURCHASE WARRANT SHARES AT PER SHARE EXERCISE PRICE (TO BE EXECUTED ONLY UPON EXERCISE OF WARRANTS) MARINER HEALTH CARE, INC. The undersigned hereby irrevocably elects to exercise over the Preference Exercise Price [ ] Warrants at an exercise price per share of Common Stock as (subject to adjustment in accordance with Article 4 of the date Agreement) of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option $28.04 to elect a Cashless Exercise, the holder must specify acquire the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share shares of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange ActMariner Health Care, (a) the value Inc. purchasable upon exercise of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reportedWarrants, on the most recent day terms and conditions specified in the within Warrant Certificate and the Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to American Stock Transfer & Trust Company, and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto. Date: ________________, ____ ------------------------------- (not more than 30 days prior to the date in questionSignature of Holder)(1) for which prices have been so reported and ------------------------------- (DStreet Address) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.------------------------------- (City) (State) (Zip Code)

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fractionAs provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the numerator of which is Warrants shall be exercisable at any time on or after the excess first anniversary of the Current Market Value (calculated Effective Date, as set forth defined in this Preference Warrant) per share the Warrant Agreement; provided, however, that Holders will be able to exercise their -------- ------- Warrants only if a shelf registration statement relating to the Common Stock underlying the Warrants is effective or the issuance of such Common Stock is permitted pursuant to an exemption from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside; provided further, however, that no -------- ------- ------- Warrant shall be exercisable after the Expiration Date. In the event Careside enters into a Combination, the Holder hereof will be entitled to receive upon exercise of the Warrants the kind and amount of shares of capital stock or other securities or other property of such surviving entity as the Holder would have been entitled to receive upon or as a result of the Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in the event that, in connection with such -------- ------- Combination, consideration to holders of Common Stock on in exchange for their shares is payable solely in cash or in the date event of exercise over the Preference dissolution, liquidation or winding-up of Careside, the Holder hereof will be entitled to receive such cash distributions as the Holder would have received had the Holder exercised its Warrants immediately prior to such Combination, less the Exercise Price per share Price. As provided in the Warrant Agreement, the number of shares of Common Stock as issuable upon the exercise of the date of exercise Warrants and the denominator Exercise Price are subject to adjustment upon the happening of certain events. Careside may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 2.05 of the Warrant Agreement, but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the issuance of the Warrant Shares. Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate representing those Warrants which is were not exercised. This Warrant Certificate may be exchanged at the principal office of Careside by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. No fractional Warrant Shares will be issued upon the exercise of the Warrants, but Careside shall pay an amount in cash equal to the Current Market Value per share of Common Stock Warrant Share on the day immediately preceding the date of exercise. Upon surrender the Warrant is exercised, multiplied by the fraction of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to Share that would be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based issuable on the most recently completed arm's-length transaction between the Company and a person other than an affiliate exercise of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange ActWarrant.

the Cashless Exercise Ratio. The For purposes of this Warrant, the "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of the Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "Cashless Exercise." Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holderHolder's option to elect a Cashless Exercise, the holder must specify number of Shares deliverable upon a Cashless Exercise shall be equal to the Cashless Exercise Ratio multiplied by the product of (a) the number of Preference Warrants for which such Preference Warrant Certificate that the holder specifies is to be exercised pursuant to a Cashless Exercise and (b) the number of Shares for which such Warrant is then exercisable (without giving effect to the Cashless ExerciseExercise Option). If the Company has not effected the registration under the Securities Act of the offer and sale of the Shares by the Company to the holders of the Warrants upon the exercise thereof, the Company may elect to require that holders of the Warrants effect the exercise of the Warrants solely pursuant to the Cashless Exercise option and may also amend the Warrants to eliminate the requirement for payment of the Exercise Price with respect to such Cashless Exercise option. All provisions of the Preference Warrant Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share No exercise of the Warrants may be effected which does not call for the issuance of a number of shares of Common Stock in direct proportion (subject only to rounding with respect to fractional shares) to the aggregate number of shares of Common Stock then issuable upon exercise of the Warrants evidenced hereby. The Company has initially designated the principal corporate trust office of the Warrant Agent in Charlotte, North Carolina as the initial Warrant Agent Office. The number of Shares issuable upon exercise of the Warrants ("Exercise Rate") is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Any Warrants not exercised on or any prior to 5:00 p.m., New York City time, on November 20, 2007 shall thereafter be void. If the Company merges, amalgamates or consolidates with or into, or sells all or substantially all of its property and assets to, another Person solely for cash, the holders of Warrants shall be entitled to receive distributions on the date of such event on an equal basis with holders of Shares (or other security at any date shall mean (isecurities issuable upon exercise of the Warrants) as if the security Warrants had been exercised immediately prior to such event (less the Exercise Price). Reference is hereby made to the further provisions on the reverse hereof which provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not registered under the Exchange Act, (a) the value of the security, determined in good faith be valid unless authenticated by the board of directors Warrant Agent, as such term is used in the Warrant Agreement. THIS WARRANT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF. WITNESS the seal of the Company and certified in a board resolutionsignatures of its duly authorized officers. Dated: SPECTRASITE HOLDINGS, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant AgentINC. The closing sales price for each such trading day shall beBy: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.----------------------------- Name: Title: Attest: By: --------------------------- Name: Title:

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon the exercise of each Warrant shall, subject to certain conditions, be adjusted. In the event the Company enters into a fractionCombination following which this Warrant remains outstanding, the numerator Holder hereof will be entitled to receive upon exercise of the Warrants the shares of capital stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in the event that, in connection with such Combination, consideration to holders of Ordinary Shares in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Ordinary Shares or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate in respect of the Warrant Shares as to which is the excess 57 Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. In the event any fractional Warrant Shares would have to be issued upon the exercise of the Warrants, the Company may, at its option, pay an amount in cash equal to the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock for one Warrant Share on the Business Day immediately preceding the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole Dutch guilder in lieu of issuing such fractional share. Pursuant to the Warrant Agreement, the Company has certain registration obligations with respect to the Ordinary Shares issuable upon exercise over the Preference Exercise Price per share of Common Stock as of the date Warrants. Pursuant to the Warrant Agreement, if the Company proposes to effect an Initial Public Offering, it shall be obligated to include the Warrant Shares of exercise and holders who request to have such Warrant Shares included; provided, however, that the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless ExerciseManaging Underwriter may, the holder must specify under certain conditions, limit the number of Preference such Warrant Shares to be included in the Initial Public Offering. Pursuant to the Warrant Agreement, in the event that an Initial Public Offering has not occurred by the Triggering Date, the Company will be required to make an offer to purchase all outstanding Warrants for which in cash at the Repurchase Price. Pursuant to the Warrant Agreement, under certain circumstances in the event of a Change of Control, the Company shall make an offer to purchase any and all of the outstanding Warrants at cash purchase prices at least equal to the Repurchase Price. In addition, in the event of a sale of the Company, the Company has the power to require holders of the Warrants to sell such Preference Warrants to the transferee. The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company. All Ordinary Shares issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. The Holder of this Warrant Certificate is to may be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith deemed and treated by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing Warrant Agent as the absolute owner of which occurs on such date the Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified countersigned by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.58

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" Warrants shall equal be exercisable, either in full or from time to time in part and, in the event that a fraction, the numerator certificate evidencing Warrants is exercised in respect of which is the excess fewer than all of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock Warrant Shares issuable on such exercise at any time prior to the date of exercise over the Preference Exercise Price per share of Common Stock as expiration of the date of exercise Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the denominator Warrant Agent is irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the Warrant Agreement, and the Company, whenever required by the Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent as such term is used in the Warrant Agreement. As provided in the Warrant Agreement, the Exercise Rate is subject to adjustment upon the happening of certain events. The Company will pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which is may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such Warrant Certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be presented for exercise in full at the same time by the same holder, the number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. If any fraction of a Warrant Share would be issuable on the exercise of any Warrants (or specified portion thereof), the Company shall pay an amount in cash equal to the Current Market Value per share of the Class A Common Stock of the Company on the day immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction. All shares of Common Stock issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. The Company and the Warrant Agent may deem and treat Holders of the Warrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Warrants do not entitle any Holder hereof to any of the rights of a stockholder of the Company. JOSTENS, INC. By: ------------------------------ Name: Title: Attest: ------------------------------- Name: Title: DATED: COUNTERSIGNED: THE BANK OF NEW YORK, as Warrant Agent By: ------------------------------ Authorized Signature FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Warrants) JOSTENS, INC. The undersigned hereby irrevocably elects to exercise ________________ Warrants to acquire shares of Class E Common Stock, par value $0.01 per share, of Jostens, Inc., (i) at an exercise price per share of Class E Common Stock of $0.01 or (ii) through Cashless Exercise and otherwise on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, surrenders this Warrant Certificate and all right, title and interest therein to Jostens, Inc. and directs that the shares of Class E Common Stock deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto. Check method of exercise. Upon surrender : Exercise at $0.01 per share of a Preference Common Stock: ___ Cashless Exercise: _____ Date:_____________________ , ______ _____________________________________________________________/1/ (Signature of Owner) (Street Address) _____________________________________________________________ (City) (State) (Zip Code) Signature Guaranteed by: _____________________________________________________________ ---------- /1/ The signature must correspond with the name as written upon the face of the Warrant Certificate representing more than one Preference in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a national bank or trust company or by a member firm of any national securities exchange. Securities and/or check to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: A new Warrant in connection with Certificate evidencing any unexercised Warrants evidenced by the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference within Warrant Certificate is to be exercised issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: ASSIGNMENT FORM To assign this Warrant, fill in the form below: I or we assign and transfer this Warrant to (without giving effect Print or type assignee's name, address and zip code) (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Warrant on the Cashless Exercise). All provisions books of the Preference Warrant Agreement shall be applicable Company. The agent may substitute another to act for him. _____________________________________________________________ Date: __________ Your Signature: _______________________ _____________________________________________________________ The signature must correspond with respect to a Cashless Exercise the name as written upon the face of a Preference the Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein in every particular, without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company alteration or enlargement or any other security at any date shall mean (i) if the security is not registered under the Exchange Actchange whatever, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined must be guaranteed by a nationally national bank or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case trust company or by a member firm of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Actexchange.

the Cashless Exercise Ratio. The "An exercise of a Warrant in accordance with subclause (ii) of the immediately preceding sentence is herein called a Cashless Exercise. If the Company has not effected the registration under the Securities Act of the issuance and sale of the Warrant Shares by the Company to the Holders of the Warrants upon the exercise of the Warrants, the Holders of the Warrants will be limited, if an exemption from the registration requirements of the Securities Act in connection with the issuance and sale of the Warrant Shares upon exercise of the Warrants is not available or such issuance and sale will not constitute a transaction not subject to those requirements, to exercising the Warrants solely pursuant to the Cashless Exercise Ratio" shall equal a fractionoption to the extent permitted by applicable law; provided, however, that if Cashless Exercise is not permitted by law and the Company has not effected the registration under the Securities Act of the issuance and sale of the shares of Underlying Common Stock by the Company to the Holders of the Warrants upon the exercise of the warrants pursuant to the Registration Rights of Holders of the Warrants set forth in Section 5, the numerator Company shall pay to the Holders of which is Warrants wishing to exercise Warrants the excess of the total Current Market Value (calculated as set forth in this Preference Warrant) per share of the shares of Underlying Common Stock on the date for which such Warrant would be exercisable (or if Warrants are to be exercised in part, such smaller number of exercise as applicable) over the Preference total Exercise Price per share for such. All funds received upon the tender of Common Stock as Warrants shall be deposited by the Warrant Agent for the account of the date Company, unless otherwise instructed in writing by the Company. If fewer than all the Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of exercise the same tenor and for the denominator number of which is Warrants that were not surrendered shall be executed by the Current Market Value per share of Common Stock on Company. The Warrant Agent shall countersign the date of exercisenew Warrant Certificate, register it in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection conformity with the holder's option to elect a Cashless Exerciseforegoing provisions, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement Agent shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by thereupon promptly notify the Company, and the Company shall transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (Cincluding any money) to which the 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 the case Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and share as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation provided in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange ActSection 8.4.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fractionAs provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the numerator Warrants shall be exercisable at any time or from time to time on or after April 22, 1999 under the terms of the Warrant Agreement; provided, however, that no Warrant shall be exercisable after the Expiration Date. Generally, in the event of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of the Warrants, the Holder hereof will be entitled to receive upon exercise of the Warrants the shares of capital stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such event had the Holder exercised its Warrants immediately prior to such event; provided, however, that in the event that the Company enters into a Combination and in connection with such Combination consideration to holders of Common Stock in exchange for their shares is payable solely in cash, or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 2.4 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates or the exercise of the Warrants. Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate in respect of the shares of Common Stock as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. The Company may, at its option, pay an amount in cash equal to the Current Market Value (calculated as set forth in this Preference Warrant) per for one share of Common Stock on the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole cent. The Warrants do not entitle any Holder hereof to any of exercise over the Preference Exercise Price per share rights of a shareholder of the Company. All shares of Common Stock as issuable by the Company upon the exercise of the date of exercise Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. The Holder in whose name the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to registered may be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith deemed and treated by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing Warrant Agent as the absolute owner of which occurs on such date the Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified countersigned by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. STELLEX TECHNOLOGIES, INC. By ------------------------------------- Name: Title: Attest: ----------------------------- Secretary DATED: Countersigned: HSBC BANK USA as Warrant Agent, by ----------------------------------- Authorized Signatory EXHIBIT B TO WARRANT AGREEMENT FORM OF ELECTION TO EXERCISE WARRANT SHARES (to be executed only upon exercise of Warrants) [ ] The closing sales undersigned hereby irrevocably elects to exercise [ ] Warrants at an exercise price for each such trading day shall be: per Warrant (Asubject to adjustment) in the case of a security listed or admitted $.01 to trading on any U.S. national securities exchange or quotation systemacquire an equal number of shares of Common Stock, the closing sales priceno par value of Stellex Technologies, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reportedInc., on the most recent day (not more than 30 days prior terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to , and directs that the date shares of Common Stock deliverable upon the exercise of such Warrants be registered or placed in question) for which prices have been so reported the name and (D) if there are not bid at the address specified below and asked prices reported during the 30 days prior to the date in questiondelivered thereto. Date: ________________, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.____

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock Warrant Share on the date of exercise Exercise Date over the Preference Exercise Price per share of Common Stock as of the date of exercise Exercise Date and the denominator of which is the Current Market Value per share of Common Stock Warrant Share on the date of exerciseExercise Date. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify number of Warrant Shares deliverable upon a Cashless Exercise shall be equal to the product of the number of Preference Warrant Shares issuable in respect of those Warrants for which such Preference Warrant Certificate is that the holder specifies are to be exercised (without giving effect pursuant to a Cashless Exercise multiplied by the Cashless Exercise)Exercise Ratio. All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise surrender of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein The Warrants shall have be exercisable only in whole. In the definitions ascribed to such terms event that a certificate evidencing Warrants is exercised in the Preference Warrant Agreement. "Current Market Value" per share respect of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other fewer than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, Warrants evidenced thereby at any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days time prior to the date in question) for which prices have been so reported of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and (D) if there are not bid the Warrant Agent is irrevocably authorized to countersign and asked prices reported during to deliver the 30 days prior required new Warrant Certificate or Certificates pursuant to the date Warrant Agreement, and the Company, whenever required by the Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent as such term is used in questionthe Warrant Agreement. As provided in the Warrant Agreement, the Exercise Rate is subject to adjustment upon the happening of certain events. The Company will pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such Warrant Certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be presented for exercise in full at the same time by the same holder, the number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. If any fraction of a Warrant Share would be issuable on the exercise of any Warrants (or specified portion thereof), the Company shall pay an amount in cash equal to the Current Market Value per Warrant Share on the day immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction. All Warrant Shares issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. The Company and the Warrant Agent may deem and treat Holders of the Warrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Warrants do not entitle any Holder hereof to any of the rights of a stockholder of the Company. JOSTENS, INC. By: ---------------------------------- Name: Title: By: ---------------------------------- Name: Title: DATED: COUNTERSIGNED: THE BANK OF NEW YORK, as Warrant Agent By: ------------------------------- Authorized Signature A-4 FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Warrants) JOSTENS, INC. The undersigned hereby irrevocably elects to exercise ________________ Warrants on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, surrenders this Warrant Certificate and all right, title and interest therein to Jostens, Inc. and directs that the Warrant Shares deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto. Date: ____________, ____ Your Signature.______________________________________________________________ (Sign exactly as your name appears on the face of this Warrant Certificate) _____________________________________________________________________________ (Street Address) _____________________________________________________________________________ (City) (State) (Zip Code) Signature Guaranteed by: ____________________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as if amended. Securities and/or check to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: ASSIGNMENT FORM To assign this Warrant, fill in the securities were not registered under form below: I or we assign and transfer this Warrant to (Print or type assignee's name, address and zip code) (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Warrant on the Exchange Act.books of the Company. The agent may substitute another to act for him. _____________________________________________________________________________ Date: _____________________

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fractionAs provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the numerator Warrants shall be exercisable at the time specified in the Warrant Agreement; provided, however, that Holders will be able to exercise their Warrants by Cash Exercise only if (i) the exercise is pursuant to an effective registration statement under the Securities Act or (ii) in the opinion of which counsel to the Company addressed to the Warrant Agent the exercise of such Warrants is exempt from the excess registration requirements of the Current Market Value (calculated Securities Act of 1933 and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside; provided further, however, that no Warrant shall be exercisable after Expiration Date. In the event of a Liquidity Event, the Holder hereof will be entitled to receive upon exercise of the Warrants the kind and amount of shares of Capital Stock or other securities, cash or other property as set forth the Holder would have received had the Holder exercised its Warrants immediately prior to such Liquidity Event; provided, however, that in this Preference Warrant) per share the event that, in connection with such Liquidity Event, consideration to holders of Common Stock in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding- up of the Company, the Holder hereof will be entitled to receive such cash distributions on an equal basis with the date of exercise over the Preference Exercise Price per share holders of Common Stock as or other securities issuable upon exercise of the date Warrants, as if the Warrants had been exercised immediately prior to such Liquidity Event, less the Exercise Price. As provided in the Warrant Agreement, the Base Exercise Amount is subject to adjustment upon the happening of exercise and certain events. If a Holder proposes to transfer its Warrants to an unaffiliated third party, such Holder must first offer to Persons beneficially owning more than five percent (5%) of the denominator of which is the Current Market Value per share of Common Stock the option to purchase such Warrants on the date same terms and conditions as provided in the proposed sale to such third party. The right of exercise. Upon surrender first offer will remain open for a period of a Preference Warrant Certificate representing more than one Preference Warrant in connection with twenty two (22) days, following which the holder's Company will have the option to elect a Cashless Exercise, the holder must specify the number of Preference acquire any remaining Warrants for which not purchased by such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise)Holders. All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) Except in the case of a security listed sale or admitted issuance for which the Holders are entitled to trading on any U.S. national securities exchange or quotation systemreceive an adjustment pursuant to Article IV of the Warrant Agreement, the closing sales price, regular way, on Significant Holders shall have a preemptive right to purchase their pro rata share of all New Securities offered for sale by the Company at a price and upon substantially the same terms as such day, New Securities are to be sold or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated issued by the Company, (C) in the case . The Company may require payment of a security sum sufficient to pay all taxes, assessments or other governmental charges in connection with the registration of the transfer or exchange of the Warrant Certificates pursuant to Section 2.04 of the Warrant Agreement, but not then listed or admitted to trading on for any U.S. national securities exchange or quotation system and as original issuance (not involving a transfer) with respect to which no such reported sale price or bid and asked prices are availabletemporary Warrant Certificates, the average exercise of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, Warrants or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange ActCommon Stock.

the Cashless Exercise Ratio. The Warrants shall be exercisable from time to time in the discretion of the Holder on or after June 29, 1999, provided, that in no event shall the Warrants be exercisable after the Expiration Date. Upon the occurrence of each of the events set forth on Schedule 1 hereto, on the applicable date with respect to such event, the number of Warrants shall automatically be increased by the number of additional Warrants set forth opposite such event on Schedule 1. In the event the Company enters into a Combination, capital reorganization or reclassification or the spin-off by the Company of another Person (each, a "Cashless Transaction"), each Warrant evidenced by this Warrant Certificate will be automatically converted into the right to receive (in the case of a Transaction other than a spin-off) or shall also be exercisable for (in the case of a Transaction that is a spin-off) the shares of capital stock or other securities or other property of such surviving entity upon or as the result of such Transaction that a Holder of such Warrant would have been entitled to receive had such Warrant been exercised immediately prior to such Transaction; provided, that in the event that, in connection with such Transaction, consideration to holders of Common Stock in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Ratio" Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 2.4 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be issued to the Holder hereof a new Warrant Certificate in respect of the shares of Common Stock as to which the Warrants shall not have been exercised. This Warrant Certificate may be exchanged by presenting this Warrant Certificate to the Company properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. No fractional Warrant Shares will be issued upon the exercise of the Warrants, but the Company shall pay an amount in cash equal to the Current Market Value for one Warrant Share on the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole cent. The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company. All shares of Common Stock issuable by the Company upon the exercise of the Warrants shall, upon such issuance, be duly and validly issued and fully paid and non-assessable. GT INTERACTIVE SOFTWARE CORP. By: Title: [SEAL] Attest: ___________________________ Secretary DATED: 00000X000 Page 45 of 80 Pages EXHIBIT B TO WARRANT AGREEMENT FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Warrants) The undersigned hereby irrevocably elects to exercise [ ] Warrants at an exercise price per Warrant (subject to adjustment) of $.01 to acquire an equal number of shares of Common Stock of GT Interactive Software Corp., on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to GT Interactive Software Corp., and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto. Date: ________________, ____ ---------------------------------- (Signature of Owner) ---------------------------------- (Street Address) ---------------------------------- (City) (State) (Zip Code) Securities and/or check to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: EXHIBIT C TO WARRANT AGREEMENT CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF WARRANTS Re: Warrants to Purchase Common Stock (the "Warrants") of GT Interactive Software Corp. (the "Company") This Certificate relates to __________ Warrants held in definitive form by _______________ (the "Transferor"). The Transferor has requested the Company by written order to exchange or register the transfer of a Warrant or Warrants. In connection with such request and in respect of each such Warrant, the Transferor does hereby certify that the Transferor is familiar with the Warrant Agreement relating to the above captioned Warrants and that the transfer of this Warrant does not require registration under the Securities Act of 1933 (the "Securities Act"), because1: o Such Warrant is being acquired for the Transferor's own account without transfer. o Such Warrant is being transferred to the Company. o Such Warrant is being transferred in a transaction meeting the requirements of Rule 144 under the Securities Act. o Such Warrant is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A. o Such Warrant is being transferred pursuant to an offshore transaction in accordance with Rule 904 under the Securities Act. o Such Warrant is being transferred pursuant to another available exemption from the registration requirements under the Securities Act. The Company is entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. [INSERT NAME OF TRANSFEROR] By________________________ Title: Date: Schedule 1 Upon the occurrence of each of the Events set forth below, the Company shall issue to each Holder on the applicable Trigger Date additional Warrants in the numbers set forth opposite such Event: Number of Event Trigger Date Additional Warrants ----- ------------ ------------------- A Holder makes any Subordinated July 30, 1999 The product of (a) Loans pursuant to the Commitment 1,500,000 multiplied Letter. by (b) a fraction, the numerator of which is the excess amount of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock on Subordinated Loans made by such Holder to the date of exercise over Company pursuant to the Preference Exercise Price per share of Common Stock as of the date of exercise Commitment Letter and the denominator of which is the Current Market Value per share aggregate amount of Common Stock all Subordinated Loans made by all Holders pursuant to the Commitment Letter, subject to any agreement among the Holders. The Company has not executed on the date or November 1, 1999 The product of exercise. Upon surrender of (a) prior to October 31, 1999 an 2,500,000 multiplied agreement relating to a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect by (b) a Cashless Exercisefraction, recapitalization, reorganization, the holder must specify numerator of merger, sale (including, without which is the number amount limitation, a sale of Preference Warrants for all or of the Subordinated substantially all of the assets of Loans made by such the Company (which such Preference Warrant Certificate is to be exercised (without giving effect shall include a Holder to the Cashless Exercise). All provisions sale of the Preference Warrant Agreement shall be applicable with respect Humongous business)) Company pursuant to a Cashless Exercise or other business combination the Commitment transaction after the consummation Letter and the of a Preference Warrant Certificate for less than which the full number stockholders of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock denominator of the Company prior to such which is the transaction do not hold at least aggregate amount of a majority of the voting power all Subordinated of the surviving Person (the Loans made by all foregoing, "a Change of Control Holders pursuant Transaction"). to the Commitment Letter, subject to any agreement among the Holders. The Company executes on or date of termination The product of (a) prior to October 31, 1999 of Sale Agreement 2,500,000 multiplied an agreement relating to a by (b) a fraction, Change of Control Transaction the numerator of (a "Sale Agreement"), but such which is the amount agreement terminates for any other security at of the Subordinated reason after such date. Loans made by such Holder to the Company pursuant to the Commitment Letter and the denominator of which is the aggregate amount of all Subordinated Loans made by all Holders pursuant to the Commitment Letter, subject to any date shall mean (i) if agreement among the security is Holders. The Company has not registered under the Exchange Actclosed February 29, 2000 The product of (a) the value of the security, determined in good faith transactions contemplated 3,000,000 multiplied by the board of directors of the Company and certified in a board resolution, based Sale Agreement on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or by (b) if no such transaction shall have occurred on such date or within such six-month perioda fraction, prior to February 28, 2000 the fair market value numerator of and repaid in full to the Holders the which is the amount aggregate amount of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case Subordinated of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified Subordinated Loans made by the president, Holders pursuant Loans made by such to the chief executive officer, any vice president or the chief financial officer of Commitment Letter. Holder to the Company in a writing delivered pursuant to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in Commitment Letter and the case denominator of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, which is the closing sales price, regular way, on such day, or if no sale takes place on such day, the average aggregate amount of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported all Subordinated Loans made by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior all Holders pursuant to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during Commitment Letter, subject to any agreement among the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange ActHolders.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant this Agreement shall be are applicable with respect to a Cashless Exercise an exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized Subject to the terms used herein without being defined herein of the Warrant Agreement in respect of a contingent exercise, the “Exercise Date” for a Warrant shall have be the definitions ascribed date when all of the items referred to such terms in the Preference immediately preceding paragraph are received by the Warrant Agreement. "Current Market Value" per share of Common Stock Agent at or prior to 11:00 a.m., New York City time, on a Business Day and the exercise of the Company or Warrants will be effective as of such Exercise Date. If any other security at any date shall mean (i) if items referred to in such paragraph are received after 11:00 a.m., New York City time, on a Business Day, the security is not registered under exercise of the Exchange ActWarrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed an exercise of Warrants on the Expiration Date, if all of the items referred to in such paragraph are received by the Warrant Agent at or admitted prior to trading 5:00 p.m., New York City time, on any U.S. national securities exchange or quotation systemthe Expiration Date, the closing sales priceexercise of the Warrants to which such items relate will be effective on the Expiration Date, regular way, and (b) if on such day, or if no sale takes place on such daythe Expiration Date, the average Warrants are “in the money,” then they shall automatically be deemed to have been exercised by the Holder on a cashless basis in accordance with the terms hereof, but the Company’s obligation to issue Warrant Shares in respect of such exercise shall be subject to the Holder delivering the documentation and Exercise Price in respect thereof. Each Warrant shall be exercisable only in whole. In the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the closing bid Warrants evidenced thereby at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and asked prices on such daythe Warrant Agent is irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to this Agreement, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) whenever required by the Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. Holders of Warrants will be able to exercise their Warrants only if a registration statement relating to the Warrant Shares underlying the Warrants is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various Holders of Warrants or other persons to whom it is proposed that Warrant Shares be issued on exercise of the Warrants reside. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the case Warrant Agreement. As provided in the Warrant Agreement, the Exercise Rate and the Exercise Price are subject to adjustment upon the happening of certain events. The Company will pay all taxes attributable to the initial issuance of Warrant Shares upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered Holder of a security Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not then listed be required to issue or admitted deliver such Warrant Certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to trading the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid The Company shall not be required to issue fractional Warrant Shares on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are availablethe exercise of Warrants. If more than one Warrant shall be presented for exercise in full at the same time by the same Holder, the average number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the reported high bid aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. If any fraction of a Warrant Share would, except for the provisions of Section 14 of the Warrant Agreement, be receivable on the exercise of any Warrants (or specified portion thereof), the Company shall pay an amount in cash equal to the sum of 1/20 of the Volume Weighted Average Price per Warrant Share for each of the 20 trading days immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction. All Warrant Shares issuable by the Company upon the exercise of the Warrants shall, upon such issuance, be duly and low asked prices on such dayvalidly issued and fully paid and non-assessable. The Company and the Warrant Agent may deem and treat Holders of the Warrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, as reported and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding any of the above, to the extent a reputable quotation serviceconflict, ambiguity, defect, omission, mistake or inconsistency exists between this Warrant Certificate and the Warrant Agreement, the Warrant Agreement controls, supersedes and supplements this certificate. The Warrants do not entitle any Holder hereof to any of the rights of a newspaper stockholder of general circulation the Company. CENVEO, INC. By: Name: Title: DATED: COUNTERSIGNED: COMPUTERSHARE TRUST COMPANY, N.A.,as Warrant Agent By: Authorized Signature FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Warrants) CENVEO, INC. Subject (if applicable) to the contingent exercise provisions set forth in the Borough Warrant Agreement, the undersigned hereby irrevocably elects to exercise Warrants on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, surrenders this form of Manhattanelection and all right, The City title and interest therein to Cenveo, Inc. and directs that the Warrant Shares deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto. Date: _________________ Your Signature. __________________________________________________________________________ (Sign exactly as your name appears on the face of any Certificated Warrant Certificate) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) at a guarantee level satisfactory to the Warrant Agent. A notary public is not sufficient. Securities and/or check to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: ASSIGNMENT FORM To assign this Warrant, fill in the form below: I or we assign and transfer this Warrant to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint _____________ agent to transfer this Warrant on the books of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior . The agent may substitute another to the date in question) act for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.him. Date _________________________

the Cashless Exercise Ratio. The For purposes of this Warrant, the "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of the Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "Cashless Exercise." Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holderHolder's option to elect a Cashless Exercise, the holder must specify number of Shares deliverable upon a Cashless Exercise shall be equal to the Cashless Exercise Ratio multiplied by the product of (a) the number of Preference Warrants for which such Preference Warrant Certificate (or part thereof) that the holder specifies is to be exercised pursuant to a Cashless Exercise and (b) the number of Shares for which such Warrant (or part thereof) is then exercisable (without giving effect to the Cashless ExerciseExercise option). If the 44 A-4 Company has not effected the registration under the Securities Act of the offer and sale of the Shares by the Company to the holders of the Warrants upon the exercise thereof, the Company may elect to require that holders of the Warrants effect the exercise of the Warrants solely pursuant to the Cashless Exercise option and may also amend the Warrants to eliminate the requirement for payment of the Exercise Price with respect such Cashless Exercise option. All provisions of the Preference Warrant Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.

the Cashless Exercise Ratio. The "Cashless Warrant Agreement provides that upon the occurrence of certain events the Exercise Ratio" shall equal Price and the number of shares of Common Stock issuable upon the exercise of each Warrant shall, subject to certain conditions, be adjusted. In the event the Company enters into a fractionCombination following which this Warrant remains outstanding, the numerator Holder hereof will be entitled to receive upon exercise of the Warrants the shares of capital stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in the event that, in connection with such Combination, consideration to holders of shares of Common Stock in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of shares of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate in respect of the Warrant Shares as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the designated office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. In the event any fractional Warrant Shares would have to be issued upon the exercise of the Warrants, the Company may, at its option, pay an amount in cash equal to the Current Market Value (calculated as set forth for one Warrant Share on the Business Day immediately preceding the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole U.S. Dollar in this Preference Warrant) per share lieu of issuing such fractional share. The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company. All shares of Common Stock on issuable by the date of Company upon the exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise Warrants shall, upon such issue, be duly and validly issued and fully paid and nonassessable. The Holder in whose name the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to registered may be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith deemed and treated by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing Warrant Agent as the absolute owner of which occurs on such date the Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified countersigned by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.

the Cashless Exercise Ratio. The For purposes of this Warrant, the "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of the Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "Cashless Exercise." Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holderHolder's option to elect a Cashless Exercise, the holder must specify number of Shares deliverable upon a Cashless Exercise shall be equal to the Cashless Exercise Ratio multiplied by the product of (a) the number of Preference Warrants for which such Preference Warrant Certificate that the holder specifies is to be exercised pursuant to a Cashless Exercise and (b) the number of Shares for which such Warrant is then exercisable (without giving effect to the Cashless ExerciseExercise Option). If the Company has not effected the registration under the Securities Act of the offer and sale of the Shares by the Company to the holders of the Warrants upon the exercise thereof, the Company may elect to require that holders of the Warrants effect the exercise of the Warrants solely pursuant to the Cashless Exercise option and may also amend the Warrants to eliminate the requirement for payment of the Exercise Price with respect to such Cashless Exercise option. All provisions of the Preference Warrant Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. No exercise of the Warrants may be effected which does not call for the issuance of a number of shares of Common Stock in direct proportion (subject only to rounding with respect to fractional shares) to the aggregate number of shares of Common Stock then issuable upon exercise of the Warrants evidenced hereby. The Company has initially designated the principal corporate trust office of the Warrant Agent in Charlotte, North Carolina as the initial Warrant Agent Office. The number of Shares issuable upon exercise of the Warrants ("Exercise Rate") is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on November 20, 2007 shall thereafter be void. If the Company merges, amalgamates or consolidates with or into, or sells all or substantially all of its property and assets to, another Person solely for cash, the holders of Warrants shall be entitled to receive distributions on the date of such event on an equal basis with holders of Shares (or other securities issuable upon exercise of the Warrants) as if the Warrants had been exercised immediately prior to such event (less the Exercise Price). Reference is hereby made to the further provisions on the reverse hereof which provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. THIS WARRANT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF. WITNESS the seal of the Company and signatures of its duly authorized officers. Dated: SPECTRASITE HOLDINGS, INC. By: ----------------------------- Name: Title: Attest: By: -------------------------- Name: Title: Certificate of Authentication: This is one of the Warrants referred to in the within mentioned Warrant Agreement: FIRST UNION NATIONAL BANK, as Warrant Agent By: ---------------------------------- Authorized Signatory B-6 [FORM OF SERIES II WARRANT CERTIFICATE] [REVERSE] SPECTRASITE HOLDINGS, INC. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants expiring at 5:00 p.m., New York City time, on November 20, 2007 (the "Expiration Date"), each of which represents the right to purchase at any time on or after the Exercisability Date (as defined in the Warrant Agreement) and on or prior to the Expiration Date one share of Common Stock, subject to adjustment as set forth in the Warrant Agreement. The Warrants are issued pursuant to a Warrant Agreement dated as of November 20, 2000 (the "Warrant Agreement"), duly executed and delivered by the Company to First Union National Bank, as Warrant Agent (the "Warrant Agent"), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words "holders" or holder" meaning the registered holders or registered holder) of the Warrants. Warrants may be exercised by (i) surrendering at any Warrant Agent Office this Warrant Certificate with the form of Election to Exercise set forth hereon duly completed and executed and (ii) to the extent such exercise is not being effected through a Cashless Exercise by paying in full the Warrant Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to the Warrant Agreement. If all of the items referred to in the preceding paragraph are received by the Warrant Agent at or prior to 11:00 a.m., New York City time, on a Business Day, the exercise of the Warrant to which such items relate will be effective on such Business Day. If any items referred to in the preceding paragraph are received after 11:00 a.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be deemed to be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on November 20, 2007, if all of the items referred to in the preceding paragraph are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. As soon as practicable after the exercise of any Warrant or Warrants, the Company shall issue or cause to be issued to or upon the written order of the registered holder of this Warrant Certificate, a certificate or certificates evidencing the Share or Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the reverse of this Warrant Certificate. Such certificate or certificates evidencing the Share or Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Share or Shares as of the close of business on the date upon which the exercise of this Warrant was deemed to be effective as provided in the preceding paragraph. The Company will not be required to issue fractional shares of Common Stock upon exercise of the Warrants or distribute Share certificates that evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered Holder of this Warrant Certificate at the time such Warrant Certificate is exercised an amount in cash equal to the same fraction of the Current Market Value" Value per share of Common Stock of on the Business Day preceding the date this Warrant Certificate is surrendered for exercise. Warrant Certificates, when surrendered at any office or agency maintained by the Company for that purpose by the registered holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged for a new Warrant Certificate or new Warrant Certificates evidencing in the aggregate a like number of Warrants, in the manner and subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other security governmental charge imposed in connection therewith. Upon due presentment for registration of transfer of this Warrant Certificate at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith office or agency maintained by the board Company for that purpose, a new Warrant Certificate evidencing in the aggregate a like number of directors of Warrants shall be issued to the Company and certified transferee in a board resolutionexchange for this Warrant Certificate, based on subject to the most recently completed arm's-length transaction between limitations provided in the Company and a person Warrant Agreement, without charge except for any tax or other than an affiliate of the governmental charge imposed in connection therewith. The Company and the closing Warrant Agent may deem and treat the registered holder hereof as the absolute owner of which occurs on such date this Warrant Certificate (notwithstanding any notation of ownership or shall have occurred within the six-month period preceding such date, or (bother writing hereon made by anyone) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average purpose of the daily closing sales prices any exercise hereof and for all of the trading days before such date for which closing sales prices are availableother purposes, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of neither the Company in a writing delivered nor the Warrant Agent shall be affected by any notice to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Actcontrary.

the Cashless Exercise Ratio. The As used herein, the "Cashless Exercise Ratio" shall equal mean a fraction, the numerator of which is the excess of the Current Fair Market Value (calculated as set forth in this Preference Warrantdefined below) per share of the Common Stock on the date of exercise Exercise Date over the Preference Exercise Warrant Price per share of Common Stock as of the date of exercise Exercise Date and the denominator of which is the Current Fair Market Value per share of the Common Stock on the date of exerciseExercise Date. Upon surrender of this Warrant, the number of shares of Common Stock deliverable upon a Preference Cashless Exercise shall be equal to the number of shares of Common Stock issuable upon the exercise of the Warrant Certificate representing more than one Preference that the Holder specifies are to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. Upon the surrender of this Warrant in connection with and the holder's option to elect payment of the per share Exercise Price or upon a Cashless Exercise, the holder must specify Company shall, as promptly as practicable, execute and deliver, in accordance with such notice, a certificate or certificates representing the aggregate number of shares of Common Stock specified in such notice. At the time of delivery of this Warrant, appropriate notation will be made designating the number of Preference Warrants for which such Preference shares purchased and the Warrant Certificate is to shall then be exercised (without giving effect returned to the Cashless Exercise)Holder if it has been exercised in part. All provisions The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates, except that, in case stock certificates shall be registered in a name or names other than the name of the Preference Warrant Agreement Holder, funds sufficient to pay all transfer taxes which shall be applicable with respect to a Cashless Exercise payable upon the issuance of stock certificates shall be paid by the Holder hereof at the time of delivery of the notice of exercise or promptly upon receipt of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock written request of the Company for payment. The Company shall maintain at its principal office a Warrant Register for registration of Warrant certificates and transfers thereof. The Company shall initially register the outstanding Warrants in the name of the Holder. The Company may deem and treat the registered holder(s) of the Warrant certificates as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant certificates made by any person) and as the Holder hereunder for the purpose of any exercise thereof or any distribution to the Holder(s), and for all other security at any date shall mean (i) if the security is not registered under the Exchange Actpurposes, (a) the value of the security, determined in good faith by the board of directors of and the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined not be effected by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered notice to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Actcontrary.

the Cashless Exercise Ratio. The For purposes of this Agreement, the "Cashless Exercise Ratio" with respect to a class of Junior Shares shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) Price per share of Common Stock such class on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value Price per share of Common Stock such class on the date of exercise. An exercise of a Contingent Warrant in accordance with clause (ii) of the second preceding sentence is herein called a "Cashless Exercise". If a Contingent Warrant is exercisable for Junior Shares of more than one class, the Cashless Exercise Ratio shall be determined on the basis of the Current Market Price of the Junior Shares of all such classes taken together, and shall be applied to the Junior Shares of each class for which such Contingent Warrant is exercisable. Upon surrender of a Preference Warrant Certificate representing more than one Preference Contingent Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify number of Warrant Shares deliverable upon a Cashless Exercise shall be equal to the number of Preference Contingent Warrants for which such Preference Warrant Certificate that the holder specifies is to be exercised (without giving effect pursuant to a Cashless Exercise multiplied by the Cashless Exercise)Exercise Ratio. All provisions of the Preference Warrant this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Contingent Warrants represented thereby. Capitalized terms used herein without being defined herein If, pursuant to the Securities Act, the Company is not able to effect the registration under the Securities Act of the issuance and sale of the Warrant Shares by the Company to the holders of the Contingent Warrants upon the exercise thereof as required by this Agreement, the holders of the Contingent Warrants will be required to effect the exercise of the Contingent Warrants solely pursuant to the Cashless Exercise option. Upon surrender of the Warrant Certificate or Certificates and payment of the Exercise Price, the Company shall issue and cause the Warrant Agent to deliver with all reasonable dispatch, to or upon the written order of the Contingent Warrant holder and in such name or names as the Contingent Warrant holder may designate, a certificate or certificates for the number of Warrant Shares issuable or other securities or property to which such holder is entitled hereunder upon the exercise of such Contingent Warrants, including, at the Company's option, any cash payable in lieu of fractional interests as provided in Section 14 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 Warrants Shares as of the definitions ascribed to date of the surrender of such terms in Contingent Warrants and payment of the Preference Warrant AgreementExercise Price. "Current Market Value" per share The Company may issue fractional shares of Common Stock upon exercise of any Contingent Warrants in accordance with the provision of Section 14 hereof. All Warrant Shares or other securities by the Company upon the exercise of the Company or any other security at any date shall mean (i) if Contingent Warrants must be validly issued, fully paid and nonassessable. In the security event that a Certificated Warrant is not registered under the Exchange Act, (a) the value exercised in respect of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other fewer than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, Contingent Warrants evidenced thereby on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on exercise at any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days time prior to the date in question) for which prices have been so reported of expiration of the Contingent Warrants, a new certificate evidencing such remaining Contingent Warrants will be issued, and (D) if there are not bid the Warrant Agent is hereby irrevocably authorized to countersign and asked prices reported during to deliver the 30 days prior required new Certificated Warrants pursuant to the date provisions of this Section 9 and Section 8, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Certificated Warrants duly executed on behalf of the Company for such purpose. All Certificated Warrants surrendered upon exercise of Contingent Warrants shall be cancelled by the Warrant Agent and disposed of by the Warrant Agent in questionaccordance with its customary procedures, and a certificate of their destruction shall be delivered to the Company. The Warrant Agent shall account promptly in writing to the Company with respect to Contingent Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Contingent Warrants. In the event that the Company shall purchase or otherwise acquire Certificated Warrants, the Current Market Value Company may elect to have the Certificated Warrants cancelled and retired by delivery of Certificated Warrants to the Warrant Agent who, upon the written request of the Company, shall be determined promptly cancel and retire such Certificated Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the registered Contingent Warrant holders during normal business hours and upon reasonable notice at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as if the securities were not registered under the Exchange ActWarrant Agent may request.

the Cashless Exercise Ratio. The An exercise referred to in clauses (ii), (iii) or (iv) of the preceding sentence shall be referred to as a "Cashless Exercise." For purposes of this Agreement, the "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrantdefined herein) per share of Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise (calculated as set forth herein). In connection with any Cashless Exercise, the Warrant Agent shall forward to the Company any shares of Preferred Stock, debt securities or Warrants received by it and request that the Warrant Shares to which the applicable Holder is entitled in connection with such exercise be issued to such Holder. The Warrant Agent shall be entitled conclusively to rely upon the determination of the Company as to the number of Warrant Shares issuable in connection with any Cashless Exercise, and shall not be required to determine (but may rely on a determination made by the Company with respect to) the Current Market Value or, if applicable, the Cashless Exercise Ratio determined in connection with any such exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify number of Warrant Shares deliverable upon a Cashless Exercise shall be equal to the number of Preference Warrant Shares issuable upon the exercise of Warrants for which such Preference Warrant Certificate is that the holder specifies are to be exercised (without giving effect pursuant to a Cashless Exercise multiplied by the Cashless Exercise)Exercise Ratio. All provisions of the Preference Warrant this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have If, pursuant to the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Securities Act, the average Company is not able to effect the registration under the Securities Act of the daily closing sales prices resale of the securities for Warrant Shares by the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average Holders of the daily closing sales prices for all Warrants following the exercise thereof as required by this Agreement, the holders of the trading days before such date for which closing sales prices are available, Warrants will be required to effect a Cashless Exercise. Upon the exercise of any Warrants in the case of each of (ii)(a) and (ii)(b), as certified by the presidentaccordance with this Agreement, the chief executive officer, any vice president or the chief financial officer of Warrant Agent will request the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed transfer promptly to or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.upon the

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized The Company has initially designated the principal corporate trust office of the Warrant Agent in The City of New York, as the initial Warrant Agent Office. The number of Warrant Shares issuable upon exercise of the Warrants ("Exercise Rate") is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Any Warrant not exercised before 5:00 p.m., New York City time, on the Expiration Date shall be deemed to have been automatically exercised on the Expiration Date. Reference is hereby made to the further provisions on the reverse hereof which provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such ten-n is used in the Warrant Agreement. All terms used herein without being but not defined herein shall have the definitions meanings ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share In the event of Common Stock a conflict between the terms of this Warrant Certificate and the Warrant Agreement, the terms of the Company or any other security at any date shall mean (i) if Warrant Agreement will govern. THIS WARRANT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF. WITNESS the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors seal of the Company and certified in a board resolutionsignatures of its duly authorized officers. Dated: June 16, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate 2000 DAYTON SUPERIOR CORPORATION By: ____________________________ Name: Title: Attest: By: _______________________ Name: Title: Certificate of Authentication: This is one of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that Warrants referred to in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b)mentioned Warrant Agreement: UNITED STATES TRUST COMPANY OF NEW YORK, as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.Agent By:____________________________ Authorized Signatory I EXHIBIT A FORM OF WARRANT CERTIFICATE [REVERSE] DAYTON SUPERIOR CORPORATION

the Cashless Exercise Ratio. The As used herein, the "Cashless Exercise Ratio" shall equal mean a fraction, the numerator of which is the excess of the Current Fair Market Value (calculated as set forth in this Preference Warrant) per share of the Common Stock on the date of exercise Exercise Date over the Preference Exercise Warrant Price per share of Common Stock as of the date of exercise Exercise Date and the denominator of which is the Current Fair Market Value per share of the Common Stock on the date of exerciseExercise Date. Upon surrender of this Warrant, the number of shares of Common Stock deliverable upon a Preference Cashless Exercise shall be equal to the number of shares of Common Stock issuable upon the exercise of the Warrant Certificate representing more than one Preference that the Holder specifies are to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. Upon the surrender of this Warrant in connection with and the holder's option to elect payment of the per share Exercise Price or upon a Cashless Exercise, the holder must specify Company shall, as promptly as practicable and in any event within fourteen (14) days thereafter, execute and deliver, in accordance with such notice, a certificate or certificates representing the aggregate number of shares of Common Stock specified in such notice. At the time of delivery of this Warrant, appropriate notation will be made designating the number of Preference Warrants for which such Preference shares purchased and the Warrant Certificate is to shall then be exercised (without giving effect returned to the Cashless Exercise)Holder if it has been exercised in part. All provisions The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates, except that, in case stock certificates shall be registered in a name or names other than the name of the Preference Warrant Agreement Holder, funds sufficient to pay all transfer taxes which shall be applicable with respect to a Cashless Exercise payable upon the issuance of stock certificates shall be paid by the Holder hereof at the time of delivery of the notice of exercise or promptly upon receipt of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock written request of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Actpayment.

the Cashless Exercise Ratio. The An exercise of a Warrant in accordance with clause (ii) of the immediately preceding sentence is herein called a "Cashless Exercise RatioExercise." shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify number of shares of Common Stock deliverable upon a Cashless Exercise shall be equal to the number of Preference shares of Common Stock issuable upon the exercise of Warrants for which such Preference Warrant Certificate is that the holder specifies are to be exercised (without giving effect pursuant to a Cashless Exercise multiplied by the Cashless Exercise)Exercise Ratio. Upon request of the Warrant Agent, the Company shall promptly inform in writing the Warrant Agent of the number of shares of Common Stock that may be delivered to a Holder upon a "cashless" exercise, and the Warrant Agent shall incur no liability and shall be fully protected in relying on such information provided to it by the Company. The Warrant Agent shall have no obligation to take any action under this Section with respect to a "cashless" exercise, nor shall it incur any liability for failing to take any such action, if it has not received all such relevant information requested regarding such "cashless" exercise from the Company. All provisions of the Preference Warrant this Agreement shall be applicable with respect to a surrender of a Warrant Certificate pursuant to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have Upon surrender of the definitions ascribed to such terms Warrant Certificate and payment of the Exercise Price in accordance with this Agreement, the Preference Warrant Agreement. "Current Market Value" per share Company will issue shares of Common Stock of the Company for each Warrant evidenced by such Warrant Certificate, subject to adjustment as described herein. Whenever there occurs a Cashless Exercise, the Company shall deliver to the Warrant Agent a certificate setting forth the Cashless Exercise Ratio. The Warrant Agent shall be entitled to rely or such certificate and shall be under no duty, obligation or responsibility with respect to any other security such certificate, except to exhibit the same from time to time, to any Holder desiring an inspection thereof during reasonable business hours. The Warrant Agent shall not at any date shall mean (i) if time be under any duty, obligation or responsibility to any Holder to determine whether the security Cashless Exercise Ratio is not registered under correct or with respect to the Exchange Act, (a) method employed in determining the Cashless Exercise Ratio or the validity or value of the security, determined in good faith by the board any shares of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange ActCommon Stock.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock Warrant Share on the date of exercise Exercise Date over the Preference Exercise Price per share of Common Stock as of the date of exercise Exercise Date and the denominator of which is the Current Market Value per share of Common Stock Warrant Share on the date of exerciseExercise Date. Upon surrender of a Preference Warrant Certificate representing more than one Preference Series B Warrant in connection with the holder's option to elect a Cashless Exerciseexercise, the holder must specify the number of Preference Warrant Shares deliverable upon a Cashless Exercise shall be equal to the product of the number of Warrant Shares issuable in respect of those Series B Warrants for which such Preference Warrant Certificate is that the Holder specifies are to be exercised (without giving effect pursuant to a Cashless Exercise multiplied by the Cashless Exercise)Exercise Ratio. All provisions of the Preference Series B Warrant Agreement shall be applicable with respect to a Cashless Exercise surrender of a Preference Warrant Certificate for less than the full number of Preference Series B Warrants represented thereby. Capitalized terms used herein without being defined herein Each single Series B Warrant shall have be exercisable only in whole. In the definitions ascribed event that this Warrant Certificate is exercised in respect of fewer than all of the Series B Warrants evidenced thereby at any time prior to such terms in the Preference date of expiration of the Series B Warrants, a new certificate evidencing the remaining Series B Warrant or Series B Warrants will be issued, and the Warrant Agent shall countersign and deliver the required new Warrant Certificate or Certificates pursuant to the Series B Warrant Agreement. "Current Market Value" per share of Common Stock , and the Company, whenever required by the Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company or any other security at any date for such purpose. This Warrant Certificate shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith be valid unless countersigned by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day Company will pay all documentary stamp taxes attributable to the initial issuance of the Series B Warrants and Warrant Shares upon the exercise of Series B Warrants; provided, however, that the Company -------- ------- shall be: (A) not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the case issue of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered Holder of a security listed Warrant Certificate surrendered upon the exercise of a Series B Warrant, and the Company shall not be required to issue or admitted deliver such Warrant Certificates unless or until the person or persons requesting the issuance thereof shall have paid to trading on any U.S. national securities exchange the Company the amount of such tax or quotation systemshall have established to the satisfaction of the Company that such tax has been paid or that no such tax is payable. The Company shall not be required to issue fractional Warrant Shares upon the exercise of Series B Warrants. If more than one Series B Warrant shall be presented for exercise in full at the same time by the same Holder, the closing sales price, regular way, number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on such day, the basis of the aggregate number of Warrant Shares purchasable upon exercise of the Series B Warrants so presented. If any fraction of a Warrant Share would be issuable upon the exercise of any Series B Warrants (or if no sale takes place on such dayspecified portion thereof), the average of the closing bid and asked prices on such day, (B) Company shall pay an amount in the case of a security not then listed or admitted cash equal to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value on the day immediately preceding the date the Series B Warrant is presented for exercise, multiplied by such fraction. All Warrant Shares issuable by the Company upon the exercise of the Series B Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. The Company and the Warrant Agent may deem and treat Holders of the Warrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Series B Warrants do not entitle any Holder hereof to any of the rights of a stockholder of the Company. HARBORSIDE HEALTHCARE CORPORATION By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: DATED: COUNTERSIGNED: UNITED STATES TRUST COMPANY OF NEW YORK, as Warrant Agent By: ------------------------------------- Authorized Signature FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Series B Warrants) HARBORSIDE HEALTHCARE CORPORATION The undersigned hereby irrevocably elects to exercise **__________________ of the within Series B Warrants on the terms and conditions specified in this Warrant Certificate and the Series B Warrant Agreement, surrenders this Warrant Certificate and all right, title and interest therein to Harborside Healthcare Corporation and directs that the Warrant Shares deliverable upon the exercise of such Series B Warrants be registered or placed in the name and at the address specified below and delivered thereto. ** Insert either "all" or such other number of Series B Warrants to be exercised. Date: ____________, ____ Your Signature.______________________________________________________________ (Sign exactly as your name appears on the face of this Warrant Certificate) --------------------------------------------------------------------------- (Street Address) --------------------------------------------------------------------------- (City) (State) (Zip Code) Signature Guaranteed by: ----------------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as if amended. Securities and/or check to be issued to: Please insert social security or identifying number: Securities, check and/or other property to be delivered to: Name: Street Address: City, State and Zip Code: ASSIGNMENT FORM To assign this Series B Warrant, fill in the securities were not registered under form below: I or we assign and transfer this Series B Warrant to (Print or type assignee's name, address and zip code) (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Series B Warrant on the Exchange Act.books of the Company. The agent may substitute another to act for him. --------------------------------------------------------------------------- Date: _____________________

the Cashless Exercise Ratio. The "Cashless Warrant Agreement provides that upon the occurrence of certain events the Exercise Ratio" shall equal Price and the number of shares of Common Stock issuable upon the exercise of each Warrant shall, subject to certain conditions, be adjusted. In the event the Company enters into a fractionCombination following which this Warrant remains outstanding, the numerator Holder hereof will be entitled to receive upon exercise of the Warrants the shares of capital stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in the event that, in connection with such Combination, consideration to holders of shares of Common Stock in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of shares of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate in respect of the Warrant Shares as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. In the event any fractional Warrant Shares would have to be issued upon the exercise of the Warrants, the Company may, at its option, pay an amount in cash equal to the Current Market Value (calculated as set forth for one Warrant Share on the Business Day immediately preceding the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole Dutch guilder in this Preference Warrant) per share lieu of issuing such fractional share. Pursuant to the Warrant Agreement, the Company has certain registration obligations with respect to the shares of Common Stock on issuable upon exercise of the date Warrants. Pursuant to the Warrant Agreement, if the Company proposes to effect an Initial Public Offering, it shall be obligated to include the Warrant Shares of exercise over holders who request to have such Warrant Shares included; provided, however, that the Preference Exercise Price per share Managing Underwriter may, under certain conditions, limit the number of such Warrant Shares to be included in the Initial Public Offering. Pursuant to the Warrant Agreement, in the event that an Initial Public Offering has not occurred by the Triggering Date, the Company will be required to make an offer to purchase all outstanding Warrants in cash at the Repurchase Price. Pursuant to the Warrant Agreement, under certain circumstances in the event of a Change of Control, the Company shall make an offer to purchase any and all of the outstanding Warrants at cash purchase prices at least equal to the Repurchase Price. In addition, in the event of a sale of the Company, the Company has the power to require holders of the Warrants to sell such Warrants to the transferee. The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company. All shares of Common Stock as issuable by the Company upon the exercise of the date of exercise Warrants shall, upon such issue, be duly and validly issued and fully paid and nonassessable. The Holder in whose name the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to registered may be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith deemed and treated by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing Warrant Agent as the absolute owner of which occurs on such date the Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified countersigned by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Warrants) [ ] The closing sales undersigned hereby irrevocably elects to exercise _____________ Warrants at an exercise price for each such trading day shall be: (A) per Warrant Share of $_________ to acquire an equal number of Warrant Shares on the terms and conditions specified in the case within Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to ___________________, and directs that the shares of a security listed Common Stock deliverable upon the exercise of such Warrants be registered or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) placed in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation systemname and at the address specified below and delivered thereto. Date: ---------------, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.----

the Cashless Exercise Ratio. The "Cashless Warrant Agreement provides that upon the occurrence of certain events the Exercise Ratio" shall equal Price and the number of Ordinary Shares issuable upon the exercise of each Warrant shall, subject to certain conditions, be adjusted. In the event the Company enters into a fractionCombination following which this Warrant remains outstanding, the numerator Holder hereof will be entitled to receive upon exercise of the Warrants the shares of capital stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in the event that, in connection with such Combination, consideration to holders of Ordinary Shares in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Ordinary Shares or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. 47 Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate in respect of the Warrant Shares as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. In the event any fractional Warrant Shares would have to be issued upon the exercise of the Warrants, the Company may, at its option, pay an amount in cash equal to the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock for one Warrant Share on the Business Day immediately preceding the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole Dutch guilder in lieu of issuing such fractional share. Pursuant to the Warrant Agreement, the Company has certain registration obligations with respect to the Ordinary Shares issuable upon exercise over the Preference Exercise Price per share of Common Stock as of the date Warrants. Pursuant to the Warrant Agreement, if the Company proposes to effect an Initial Public Offering, it shall be obligated to include the Warrant Shares of exercise and holders who request to have such Warrant Shares included; provided, however, that the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless ExerciseManaging Underwriter may, the holder must specify under certain conditions, limit the number of Preference such Warrant Shares to be included in the Initial Public Offering. Pursuant to the Warrant Agreement, in the event that an Initial Public Offering has not occurred by the Triggering Date, the Company will be required to make an offer to purchase all outstanding Warrants for which in cash at the Repurchase Price. Pursuant to the Warrant Agreement, under certain circumstances in the event of a Change of Control, the Company shall make an offer to purchase any and all of the outstanding Warrants at cash purchase prices at least equal to the Repurchase Price. In addition, in the event of a sale of the Company, the Company has the power to require holders of the Warrants to sell such Preference Warrants to the transferee. The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company. All Ordinary Shares issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. The Holder in whose name the Warrant Certificate is to registered may be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith deemed and treated by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing Warrant Agent as the absolute owner of which occurs on such date the Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified countersigned by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.48

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" Warrants shall equal a fraction, be exercisable from time to time in the numerator of which is the excess discretion of the Current Market Value (calculated as Holder on or after June 29, 1999, provided, that in no event shall the Warrants be exercisable after the Expiration Date. Upon the occurrence of each of the events set forth in this Preference Warrant) per share of Common Stock on Schedule 1 hereto, on the applicable date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option respect to elect a Cashless Exercisesuch event, the holder must specify the number of Preference Warrants for which shall automatically be increased by the number of additional Warrants set forth opposite such Preference event on Schedule 1. In the event the Company enters into a Combination, capital reorganization or reclassification or the spin-off by the Company of another Person (each, a "Transaction"), each Warrant evidenced by this Warrant Certificate is will be automatically converted into the right to be exercised receive (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed Transaction other than a spin-off) or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, shall also be exercisable for (B) in the case of a security not then listed Transaction that is a spin-off) the shares of capital stock or admitted other securities or other property of such surviving entity upon or as the result of such Transaction that a Holder of such Warrant would have been entitled to trading on any U.S. national securities receive had such Warrant been exercised immediately prior to such Transaction; provided, that in the event that, in connection with such Transaction, consideration to holders of Common Stock in exchange for their shares is payable solely in cash or quotation system, in the last reported sale price on such day, or if no sale takes place on such day, the average event of the closing bid and asked prices on such daydissolution, as reported by a reputable quotation source designated by liquidation or winding-up of the Company, (C) in the case Holder hereof will be entitled to receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a security sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 2.4 of the Warrant Agreement but not then listed or admitted to trading on for any U.S. national securities exchange or quotation system and original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be issued to the Holder hereof a new Warrant Certificate in respect of the shares of Common Stock as to which no such reported sale price or bid and asked prices are available, the average Warrants shall not have been exercised. This Warrant Certificate may be exchanged by presenting this Warrant Certificate to the Company properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. No fractional Warrant Shares will be issued upon the exercise of the reported high bid and low asked prices on such dayWarrants, as reported by a reputable quotation service, or a newspaper of general circulation but the Company shall pay an amount in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior cash equal to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if for one Warrant Share on the securities were not registered under date the Exchange ActWarrant is exercised, multiplied by such fraction, computed to the nearest whole cent.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fractionAs provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the numerator Warrants shall be exercisable at any time or from time to time on or after the Closing Date. No Warrant shall be exercisable after the Expiration Date. In the event the Company enters into a Combination, the Holder hereof will be entitled to receive upon exercise of the Warrants the shares of Common Stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in the event that, in connection with such Combination, consideration to holders of Common Stock in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 2.4 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be issued to the Holder hereof a new Warrant Certificate in respect of the shares of Common Stock as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged by presenting this Warrant Certificate to the Company properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. No fractional Warrant Shares will be issued upon the exercise of the Warrants, but the Company shall pay an amount in cash equal to the Current Market Value for one Warrant Share on the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole cent. THIS WARRANT CERTIFICATE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (calculated as set forth in this Preference Warrant"OID"). THE COMPANY WILL MAKE AVAILABLE TO EACH HOLDER, UPON REASONABLE REQUEST THEREOF DIRECTED TO THE COMPANY'S CHIEF FINANCIAL OFFICER, XXXX XXXXXX, AT (212) per share 838-2061, RELEVANT OID CALCULATIONS WITH RESPECT TO THIS WARRANT CERTIFICATE. All shares of Common Stock on issuable by the date of Company upon the exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise Warrants shall, upon such issue, be duty and validly issued and fully paid and non-assessable. The Holder in whose name the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to registered may be exercised (without giving effect to deemed and treated by the Cashless Exercise). All provisions Company as the absolute owner of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than all purposes whatsoever and the full number of Preference Warrants represented therebyCompany shall not be affected by notice to the contrary. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms Except as otherwise specifically required in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock , the Warrants do not entitle any Holder hereof to any of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value rights of a shareholder of the securityCompany. THE NEW YORK RESTAURANT GROUP, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant AgentINC. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.By ---------------------------------------- [SEAL]

the Cashless Exercise Ratio. The "Cashless Warrant Agreement provides that upon the occurrence of certain events the Exercise Ratio" shall equal Price and the number of Shares issuable upon the exercise of each Warrant shall, subject to certain conditions, be adjusted. In the event the Company enters into a fractionCombination following which this Warrant remains outstanding, the numerator Holder hereof will be entitled to receive upon exercise of the Warrants the shares of capital stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in -------- ------- the event that, in connection with such Combination, consideration to holders of Shares in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Shares or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate in respect of the Warrant Shares as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. In the event any fractional Warrant Shares would have to be issued upon the exercise of the Warrants, the Company may, at its option, pay an amount in cash equal to the Current Market Value for one Warrant Share on the Business Day immediately preceding the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole Dutch guilder in lieu of issuing such fractional share. Pursuant to the Warrant Agreement, the Company has certain registration obligations with respect to the Shares issuable upon exercise of the Warrants. Pursuant to the Warrant Agreement, if the Company proposes to effect a Public Offering, it shall be obligated to include the Warrant Shares of holders who request to have such Warrant Shares included; provided, however, that the ----------------- Managing Underwriter may, under certain conditions, limit the number of such Warrant Shares to be included in the Public Offering. The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company. All Shares issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. The Holder in whose name the Warrant Certificate is registered may be deemed and treated by the Company and the Warrant Agent as the absolute owner of the Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. FORM OF ELECTION TO PURCHASE WARRANT SHARES (calculated to be executed only upon exercise of Warrants) [ ] The undersigned hereby irrevocably elects to exercise ____________________ Warrants at an exercise price per Warrant Share of $22.278 to acquire an equal number of Warrant Shares on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to , and directs that the Shares deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto. Date: , ----------------- ---- /1/ -------------------------------- (Signature of Owner) -------------------------------- (Street Address) -------------------------------- (City) (State) (Zip Code) Signature Guaranteed by: -------------------------------- ---------------- /1/ The signature must correspond with the name as set forth written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed. Securities and/or check to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL WARRANTS The following increases or decreases in this Preference WarrantGlobal Warrant have been made: Number of Warrants of Amount of Amount of this Global decrease in increase in Warrant Signature of Number of Number of following authorized Date of Warrants of this Warrants of this such decrease officer of Exchange Global Warrant Global Warrant or increase Warrant Agent ---------------------------------------------------------------------------- EXHIBIT B TO WARRANT AGREEMENT [FORM OF FACE OF DEFINITIVE WARRANT CERTIFICATE] THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D) WITH THE CONSENT OF THE COMPANY, PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHICH THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT (I) IN CONSENTING TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), THE COMPANY SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER, TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE WARRANT AGENT, THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP No._____________ No. ___ _____ Warrants WARRANT CERTIFICATE CYBERNET INTERNET SERVICES INTERNATIONAL, INC. THIS CERTIFIES THAT, _______________ is the owner of _____ Warrants (the "Warrants") as described above, transferable only on the books of the -------- Company by the holder thereof in person or by his or her duly authorized attorney, on surrender of the Certificate properly endorsed. This Warrant entitles the holder thereof (the "Holder"), at its option and subject to the ------ provisions contained herein and in the Warrant Agreement, dated as of July 8, 1999 (the "Warrant Agreement"), between the Company and The Bank of New York, as ----------------- Warrant Agent (the "Warrant Agent", which term includes any successor Warrant ------------- Agent under the Warrant Agreement), to purchase from Cybernet Internet Services International, Inc., a Delaware corporation (the "Company"), 30.2310693 Warrant Shares per Warrant at the exercise price per share of Common Stock on $22.278 (the date "Exercise -------- Price"), or by Cashless Exercise. This Warrant is subject to the terms and ----- provisions contained in the Warrant Agreement, to all of exercise over which terms and provisions the Preference Exercise Price per share Holder of Common Stock as this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Warrant Agreement for a full statement of the date respective rights, limitations of exercise rights, duties and obligations of the Company, the Warrant Agent and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions Holders of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented therebyWarrants. Capitalized terms used herein without being but not defined herein shall have the definitions meanings ascribed to such terms thereto in the Preference Warrant Agreement. This Warrant Certificate shall terminate and become void as of 5:00 p.m. on July 8, 2009 (the "Current Market Value" per share Expiration Date") or upon the exercise hereof --------------- as to all the Shares subject hereto. The Exercise Price and the number of Common Stock Warrant Shares purchasable upon exercise of the Company or any other security at any date Warrants shall mean be subject to adjustment from time to time as set forth in the Warrant Agreement. As provided in the Warrant Agreement until the earliest of (i) if the security is not registered under the Exchange Act, (a1) the value commencement of an exchange offer or the effectiveness of a shelf registration statement, each relating to the Notes, and (2) such other date as the Initial Purchasers shall jointly determine in their sole discretion, each $1,000 principal amount of Notes and one Warrant which collectively comprise each Unit may not be transferred or exchanged separately. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. The Warrant Agreement and the Warrants shall be governed by, and construed and interpreted in accordance with, the law of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange ActYork.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant this Agreement shall be are applicable with respect to a Cashless Exercise an exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein All calculations and determinations required under this paragraph, including but not limited to the number of shares of the Company’s Common Stock to be issued in connection with the exercise of a Warrant, shall be determined by the Company, and the Warrant Agent shall have no duty or obligation to verify or confirm the definitions ascribed accuracy or correctness of any such calculations or determinations. Subject to such the terms of the prior paragraph in respect of a contingent exercise, the “Exercise Date” for a Warrant shall be the date when all of the items referred to in the Preference immediately preceding paragraph are received by the Warrant Agreement. "Current Market Value" per share of Common Stock Agent at or prior to 11:00 a.m., New York City time, on a Business Day and the exercise of the Company or Warrants will be effective as of such Exercise Date. If any other security at any date shall mean (i) if items referred to in such paragraph are received after 11:00 a.m., New York City time, on a Business Day, the security is not registered under exercise of the Exchange ActWarrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed an exercise of Warrants on the Expiration Date, if all of the items referred to in such paragraph are received by the Warrant Agent at or admitted prior to trading 5:00 p.m., New York City time, on any U.S. national securities exchange or quotation systemthe Expiration Date, the closing sales priceexercise of the Warrants to which such items relate will be effective on the Expiration Date, regular way, and (b) if on such day, or if no sale takes place on such daythe Expiration Date, the average Warrants are “in the money,” then they shall automatically be deemed to have been exercised by the Holder on a cashless basis in accordance with the terms hereof, but the Company’s obligation to issue Warrant Shares in respect of such exercise shall be subject to the Holder delivering the documentation and Exercise Price in respect thereof. Within three Trading Days after the Exercise Date, subject to the provisions of Section 6 hereof, the Company shall issue and cause to be delivered to or upon the written order of the closing bid Holder, and asked prices on in such dayname or names as the Holder may designate, a certificate or certificates for the number of 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 Exercise Date. At the election of the Company with the consent of the holder of record of the relevant Warrant Shares, Warrant Shares may initially be issued in global form (B) the “Global Shares”). Such Global Shares shall represent such of the outstanding Warrant Shares as shall be specified therein and each Global Share shall provide that it represents the aggregate amount of outstanding Warrant Shares from time to time endorsed thereon and that the aggregate amount of outstanding Warrant Shares represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms hereof. Any endorsement of a Global Share to reflect any increase or decrease in the case amount of outstanding Warrant Shares represented thereby shall be made by Custodian in accordance with written instructions given to it by the Warrant Agent, in accordance with written instructions given to the Warrant Agent by the Holder thereof pursuant to the terms of this Agreement. DTC shall (if possible) act as the Depositary with respect to the Global Shares until a security not successor shall be appointed by the Company and the registrar for the Warrant Shares. If Global Shares are issued, then listed or admitted to trading on upon the request of the Depositary and any U.S. national securities exchange or quotation systembeneficial holder thereof, the last reported sale price on Company shall cause there to be issued Warrant Shares directly to such day, or if no sale takes place on such day, beneficial holder. Each Warrant shall be exercisable only in whole. In the average event that a certificate evidencing Warrants is exercised in respect of fewer than all of the closing bid Warrants evidenced thereby at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and asked prices on such daythe Warrant Agent is irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to this Agreement, as reported by a reputable quotation source designated by and the Company, (C) in whenever required by the case of a security not then listed or admitted to trading Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average behalf of the reported high bid and low asked prices on Company for such day, as reported by purpose. Holders of Warrants will be able to exercise their Warrants only if a reputable quotation serviceregistration statement relating to the Warrant Shares underlying the Warrants is then in effect, or a newspaper the exercise of general circulation such Warrants is exempt from the registration requirements of the Securities Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the Borough various Holders of Manhattan, The City and State Warrants or other persons to whom it is proposed that Warrant Shares be issued on exercise of New York customarily published on each Business Day, designated the Warrants reside. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company, or, if there Warrant Agent. Such canceled Warrant Certificates shall then be no bid and asked prices on disposed of by the Warrant Agent in a manner consistent with the Warrant Agent’s customary procedure for such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior disposal. The Warrant Agent shall account promptly to the date in question) Company with respect to Warrants exercised. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for which prices have been so reported and (D) if there are not bid and asked prices reported inspection by the Holders during the 30 days prior normal business hours at its office upon reasonable notice to the date in question, Warrant Agent by the Current Market Value Holders. The Company shall be determined supply the Warrant Agent from time to time with such numbers of copies of this Agreement as if the securities were not registered under the Exchange ActWarrant Agent may request.

the Cashless Exercise Ratio. The "Cashless Warrant Agreement provides that upon the occurrence of certain events the Exercise Ratio" shall equal Price and the number of Ordinary Shares issuable upon the exercise of each Warrant shall, subject to certain conditions, be adjusted. In the event the Company enters into a fractionCombination following which this Warrant remains outstanding, the numerator Holder hereof will be entitled to receive upon exercise of the Warrants the shares of capital stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in the event that, in connection with such Combination, consideration to holders of Ordinary Shares in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Ordinary Shares or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. 50 Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate in respect of the Warrant Shares as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. In the event any fractional Warrant Shares would have to be issued upon the exercise of the Warrants, the Company may, at its option, pay an amount in cash equal to the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock for one Warrant Share on the Business Day immediately preceding the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole Dutch guilder in lieu of issuing such fractional share. Pursuant to the Warrant Agreement, the Company has certain registration obligations with respect to the Ordinary Shares issuable upon exercise over the Preference Exercise Price per share of Common Stock as of the date Warrants. Pursuant to the Warrant Agreement, if the Company proposes to effect an Initial Public Offering, it shall be obligated to include the Warrant Shares of exercise and holders who request to have such Warrant Shares included; provided, however, that the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless ExerciseManaging Underwriter may, the holder must specify under certain conditions, limit the number of Preference Warrants for which such Preference Warrant Certificate is Shares to be exercised (without giving effect included in the Initial Public Offering. Pursuant to the Cashless Exercise)Warrant Agreement, in the event that an Initial Public Offering has not occurred by the Triggering Date, the Company will be required to make an offer to purchase all outstanding Warrants in cash at the Repurchase Price. All provisions Pursuant to the Warrant Agreement, under certain circumstances in the event of a Change of Control, the Company shall make an offer to purchase any and all of the Preference Warrant Agreement shall be applicable with respect outstanding Warrants at cash purchase prices at least equal to a Cashless Exercise the Repurchase Price. In addition, in the event of a Preference Warrant Certificate for less than sale of the full number Company, the Company has the power to require holders of Preference the Warrants represented therebyto sell such Warrants to the transferee. Capitalized terms used herein The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company, including, without being defined herein shall have limitation, the definitions ascribed right to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock receive dividends, to vote, to consent, to exercise any preemptive rights or to receive notice as stockholders of the Company or in respect of any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board stockholders' meeting for election of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between Company. All Ordinary Shares issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and a person other than an affiliate of validly issued and fully paid and non-assessable. The Holder in whose name the Warrant Certificate is registered may be deemed and treated by the Company and the closing of which occurs on such date or shall have occurred within Warrant Agent as the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value absolute owner of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices Warrant Certificate for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) purposes whatsoever and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of neither the Company in a writing delivered nor the Warrant Agent shall be affected by notice to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Actcontrary.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fractionAs provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the numerator Warrants shall be exercisable at any time or from time to time on or after the Closing Date. No Warrant shall be exercisable after the Expiration Date. In the event the Company enters into a Combination, the Holder hereof will be entitled to receive upon exercise of the Warrants the shares of Common Stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in the event that, in connection with such Combination, consideration to holders of Common Stock in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 2.4 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be issued to the Holder hereof a new Warrant Certificate in respect of the shares of Common Stock as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged by presenting this Warrant Certificate to the Company properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. No fractional Warrant Shares will be issued upon the exercise of the Warrants, but the Company shall pay an amount in cash equal to the Current Market Value for one Warrant Share on the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole cent. THIS WARRANT CERTIFICATE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (calculated as set forth in this Preference Warrant"OID"). THE COMPANY WILL MAKE AVAILABLE TO EACH HOLDER, UPON REASONABLE REQUEST THEREOF DIRECTED TO THE COMPANY'S CHIEF FINANCIAL OFFICER, XXXX XXXXXX, AT (212) per share 838-2061, RELEVANT OID CALCULATIONS WITH RESPECT TO THIS WARRANT CERTIFICATE. All shares of Common Stock on issuable by the date of Company upon the exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise Warrants shall, upon such issue, be duty and validly issued and fully paid and non-assessable. The Holder in whose name the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to registered may be exercised (without giving effect to deemed and treated by the Cashless Exercise). All provisions Company as the absolute owner of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than all purposes whatsoever and the full number of Preference Warrants represented therebyCompany shall not be affected by notice to the contrary. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms Except as otherwise specifically required in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock , the Warrants do not entitle any Holder hereof to any of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value rights of a shareholder of the securityCompany. THE NEW YORK RESTAURANT GROUP, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant AgentINC. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.By /s/ Xxxx Xxxxxx ---------------------------------------- [SEAL]

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon the exercise of each Warrant shall, subject to certain conditions, be adjusted. In the event the Company enters into a fractionCombination following which this Warrant remains outstanding, the numerator Holder hereof will be entitled to receive upon exercise of the Warrants the shares of capital stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in the event that, in connection with such Combination, consideration to holders of shares of Common Stock in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of shares of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be issued to the Holder hereof a new Warrant Certificate in respect of the Warrant Shares as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Company by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. In the event any fractional Warrant Shares would have to be issued upon the exercise of the Warrants, the Company may, at its option, pay an amount in cash equal to the Current Market Value (calculated as set forth for one Warrant Share on the Business Day immediately preceding the date the Warrant is exercised, multiplied by such fraction, in this Preference Warrant) per share lieu of issuing such fractional share. 18 The Warrants do not entitle any holder hereof to any of the rights of a stockholder of the Company. All shares of Common Stock issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. The Holder of this Warrant Certificate may be deemed and treated by the Company as the absolute owner of the Warrant Certificate for all purposes whatsoever and the Company shall not be affected by notice to the contrary. FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Warrants) [ ] The undersigned hereby irrevocably elects to exercise ____________ Warrants at an exercise price per Warrant Share of $________ to acquire an equal number of Warrant Shares on the date of exercise over terms and conditions specified in the Preference Exercise Price per share within Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to WeigxxXxxxxxxx.xxx, Xxc., and directs that the shares of Common Stock as deliverable upon the exercise of such Warrants be registered or placed in the date name and at the address specified below and delivered thereto. Date: ------------------------- ------------------------------- (Signature of exercise Owner) ------------------------------- (Street Address) ------------------------------- (City) (State) (Zip Code) Securities and/or check to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: Any unexercised Warrants evidenced by the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference within Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company issued to: Please insert social security or any other security at any date shall mean (i) if the security is not registered under the Exchange Actidentifying number: Name: Street Address: City, (a) the value of the security, determined in good faith by the board of directors of the Company State and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.Zip Code:

the Cashless Exercise Ratio. The For purposes of this Warrant, the "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of the Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "Cashless Exercise." Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holderHolder's option to elect a Cashless Exercise, the holder must specify number of Shares deliverable upon a Cashless Exercise shall be equal to the Cashless Exercise Ratio multiplied by the product of (a) the number of Preference Warrants for which such Preference Warrant Certificate that the holder specifies is to be exercised pursuant to a Cashless Exercise and (b) the number of Shares for which such Warrant is then exercisable (without giving effect to the Cashless ExerciseExercise Option). If the Company has not effected the registration under the Securities Act of the offer and sale of the Shares by the Company to the holders of the Warrants upon the exercise thereof, the Company may elect to require that holders of the Warrants effect the exercise of the Warrants solely pursuant to the Cashless Exercise option and may also amend the Warrants to eliminate the requirement for payment of the Exercise Price with respect to such Cashless Exercise option. All provisions of the Preference Warrant Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. No exercise of the Warrants may be effected which does not call for the issuance of a number of shares of Common Stock in direct proportion (subject only to rounding with respect to fractional shares) to the aggregate number of shares of Common Stock then issuable upon exercise of the Warrants evidenced hereby. The Company has initially designated the principal corporate trust office of the Warrant Agent in Charlotte, North Carolina as the initial Warrant Agent Office. The number of Shares issuable upon exercise of the Warrants ("Exercise Rate") is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on November 20, 2007 shall thereafter be void. If the Company merges, amalgamates or consolidates with or into, or sells all or substantially all of its property and assets to, another Person solely for cash, the holders of Warrants shall be entitled to receive distributions on the date of such event on an equal basis with holders of Shares (or other securities issuable upon exercise of the Warrants) as if the Warrants had been exercised immediately prior to such event (less the Exercise Price). Reference is hereby made to the further provisions on the reverse hereof which provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. THIS WARRANT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF. WITNESS the seal of the Company and signatures of its duly authorized officers. Dated: SPECTRASITE HOLDINGS, INC. By: -------------------------- Name: Title: Attest: By: ----------------------------- Name: Title: Certificate of Authentication: This is one of the Warrants referred to in the within mentioned Warrant Agreement: FIRST UNION NATIONAL BANK, as Warrant Agent By: -------------------------------- Authorized Signatory A-6 [FORM OF SERIES I WARRANT CERTIFICATE] [REVERSE] SPECTRASITE HOLDINGS, INC. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants expiring at 5:00 p.m., New York City time, on November 20, 2007 (the "Expiration Date"), each of which represents the right to purchase at any time on or after the Exercisability Date (as defined in the Warrant Agreement) and on or prior to the Expiration Date one share of Common Stock, subject to adjustment as set forth in the Warrant Agreement. The Warrants are issued pursuant to a Warrant Agreement dated as of November 20, 2000 (the "Warrant Agreement"), duly executed and delivered by the Company to First Union National Bank, as Warrant Agent (the "Warrant Agent"), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words "holders" or holder" meaning the registered holders or registered holder) of the Warrants. Warrants may be exercised by (i) surrendering at any Warrant Agent Office this Warrant Certificate with the form of Election to Exercise set forth hereon duly completed and executed and (ii) to the extent such exercise is not being effected through a Cashless Exercise by paying in full the Warrant Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to the Warrant Agreement. If all of the items referred to in the preceding paragraph are received by the Warrant Agent at or prior to 11:00 a.m., New York City time, on a Business Day, the exercise of the Warrant to which such items relate will be effective on such Business Day. If any items referred to in the preceding paragraph are received after 11:00 a.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be deemed to be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on November 20, 2007, if all of the items referred to in the preceding paragraph are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. A-7 As soon as practicable after the exercise of any Warrant or Warrants, the Company shall issue or cause to be issued to or upon the written order of the registered holder of this Warrant Certificate, a certificate or certificates evidencing the Share or Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the reverse of this Warrant Certificate. Such certificate or certificates evidencing the Share or Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Share or Shares as of the close of business on the date upon which the exercise of this Warrant was deemed to be effective as provided in the preceding paragraph. The Company will not be required to issue fractional shares of Common Stock upon exercise of the Warrants or distribute Share certificates that evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered Holder of this Warrant Certificate at the time such Warrant Certificate is exercised an amount in cash equal to the same fraction of the Current Market Value" Value per share of Common Stock of on the Business Day preceding the date this Warrant Certificate is surrendered for exercise. Warrant Certificates, when surrendered at any office or agency maintained by the Company for that purpose by the registered holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged for a new Warrant Certificate or new Warrant Certificates evidencing in the aggregate a like number of Warrants, in the manner and subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other security governmental charge imposed in connection therewith. Upon due presentment for registration of transfer of this Warrant Certificate at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith office or agency maintained by the board Company for that purpose, a new Warrant Certificate evidencing in the aggregate a like number of directors of Warrants shall be issued to the Company and certified transferee in a board resolutionexchange for this Warrant Certificate, based on subject to the most recently completed arm's-length transaction between limitations provided in the Company and a person Warrant Agreement, without charge except for any tax or other than an affiliate of the governmental charge imposed in connection therewith. The Company and the closing Warrant Agent may deem and treat the registered holder hereof as the absolute owner of which occurs on such date this Warrant Certificate (notwithstanding any notation of ownership or shall have occurred within the six-month period preceding such date, or (bother writing hereon made by anyone) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average purpose of the daily closing sales prices any exercise hereof and for all of other purposes, and neither the trading days before such date for which closing sales prices are available, in A-8 Company nor the case of each of (ii)(a) and (ii)(b), as certified Warrant Agent shall be affected by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered notice to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Actcontrary.

the Cashless Exercise Ratio. The "Warrant Agent shall be entitled to request, and shall be fully protected in relying on, a certificate of the Company setting forth the Cashless Exercise Ratio" shall equal a fraction, the numerator . An exercise of which is the excess Warrant in accordance with clause (b) of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which immediately preceding sentence is the Current Market Value per share of Common Stock on the date of exerciseherein called a "Cashless Exercise". Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holderHolder's option to elect a Cashless Exercise, the holder must specify number of shares of Common Stock deliverable upon a Cashless Exercise shall be equal to the product of the number of Preference shares of Common Stock issuable in respect of those Warrants for which such Preference Warrant Certificate is that the Holder specifies are to be exercised (without giving effect pursuant to a Cashless Exercise multiplied by the Cashless Exercise)Exercise Ratio. All provisions of the Preference Warrant this Agreement shall be applicable with respect to an exercise of Warrant Certificates pursuant to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein Subject to Section 3.02, the rights represented by the Warrants shall have be exercisable at the definitions ascribed election of the Holders thereof either in full at any time or from time to such terms time in part and in the Preference event that a Warrant AgreementCertificate is surrendered for exercise in respect of less than all the Warrant Shares purchasable on such exercise at any time prior to the expiration of the Expiration Date, a new Warrant Certificate exercisable for the remaining Warrant Shares will be issued. "Current Market Value" per share of Common Stock The Warrant Agent shall countersign and deliver the required new Warrant Certificates, and the Company, at the Warrant Agent's request, shall supply the Warrant Agent with Warrant Certificates duly signed on behalf of the Company for such purpose. For the purposes of this Section 3.04, Section 3.02(e) shall be deemed to have occurred immediately before the earlier of any notice or actual occurrence of any other security at any date shall mean (i) if the security is not registered under the Exchange Actvoluntary or involuntary dissolution, (a) the value liquidation or winding up of the security, determined in good faith by the board of directors affairs of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.

the Cashless Exercise Ratio. The "“Cashless Exercise Ratio" ” shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) current market price per share of Common Stock on the date of exercise (as determined pursuant to Section 4.01(e) of the Warrant Agreement) over the Preference Exercise Warrant Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value current market price per share of Common Stock on the date of exerciseexercise (as determined pursuant to Section 4.01(e) of the Warrant Agreement). Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's ’s option to elect a Cashless Exercise, the such holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being that are not otherwise defined herein shall have the definitions meanings ascribed to such terms them in the Preference Warrant Agreement. "Current Market Value" per share The Warrant Price, the number of Common Stock Warrant Shares and/or the number of Warrants outstanding, are subject to adjustment in certain events as provided in the Warrant Agreement. In the event the Company elects to adjust the number of Warrants outstanding in substitution for any adjustment in the number of Warrant Shares, the Company shall cause the Warrant Agent to distribute to holders of record of Warrant Certificates either Warrant Certificates evidencing any additional Warrants issuable pursuant to the adjustment or substitute Warrant Certificates to replace all outstanding Warrant Certificates in accordance with the provisions of the Warrant Agreement. The Company shall not be required to issue fractions of Warrants or Warrant Certificates evidencing fractional Warrants upon any other security at any date shall mean (i) if the security is not registered under the Exchange Actsuch adjustment or otherwise, (a) the value of the security, determined in good faith by the board of directors of but the Company shall make adjustment in cash for any fraction of a Warrant which the registered holder of Warrants would have been entitled to receive upon such adjustment as provided in the Warrant Agreement. This Warrant Certificate is issued under and certified in a board resolutionaccordance with the Warrant Agreement dated as of March 25, based on 2003 (herein called the most recently completed arm's-length transaction “Warrant Agreement”), between the Company and The Bank of New York, as Warrant Agent, and is subject to and is to be construed in accordance with the terms and provisions of the Warrant Agreement, which terms and provisions are hereby incorporated by reference herein and made a part hereof. Every holder of this Warrant Certificate consents to all of the terms contained in the Warrant Agreement by acceptance hereof. A copy of the Warrant Agreement is available for inspection by the registered holder hereof at the office of the Warrant Agent at the following address: The Bank of New York 100 Xxxxxxx Xxxxxx, Floor 11E New York, New York 10286 Attention: Stock Transfer Department Fax: 200-000-0000 The Company shall not be required upon the exercise of the Warrants represented hereby to issue fractions of shares of Common Stock, to distribute stock certificates that evidence fractional shares of Common Stock or to issue Warrant Certificates representing fractional Warrants, but shall make adjustment in cash for any fraction of a share as provided in the Warrant Agreement. If the Warrants represented hereby shall be exercised in part, the registered holder hereof shall be entitled to receive, upon surrender hereof, another Warrant Certificate for the balance of the number of whole Warrants not exercised as provided in the Warrant Agreement. Commencing on the day after the Distribution Date, this Warrant Certificate may be exchanged by any holder thereof either separately or in combination with other Warrant Certificates at the Warrant Agent’s Office for new Warrant Certificates representing the same aggregate number of Warrants evidenced by the Warrant Certificate or Warrant Certificates exchanged, upon surrender of this Warrant Certificate and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement. Commencing on the day after the Distribution Date, this Warrant Certificate is transferable at the Warrant Agent’s Office by the registered holder hereof in person other than an affiliate or by such holder’s attorney duly authorized in writing, upon surrender of this Warrant Certificate and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement. Upon any such transfer, a new Warrant Certificate or new Warrant Certificates of different denominations, representing in the aggregate a like number of Warrants, will be issued to the transferee. Every holder of Warrants, by accepting this Warrant Certificate, consents and agrees with the Company, the Warrant Agent and with every subsequent holder of this Warrant Certificate that until due presentation for the registration of transfer of this Warrant Certificate on the Warrant Register maintained by the Warrant Agent, the Company and the closing Warrant Agent may deem and treat the Person in whose name this Warrant Certificate is registered as the absolute and lawful owner for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Company is authorized by the Warrant Agreement to suspend the exercise of all Warrants for any period during which occurs any shares of Common Stock reserved for exercise of Warrants require, under any federal or state law or rule or regulation of any national securities exchange or market, registration with or approval of any governmental authority or listing on any national securities exchange or market and such date registration, approval or listing is not in effect. Nothing contained in the Warrant Agreement or in this Warrant Certificate shall have occurred within be construed as conferring on the six-month period preceding holder of any Warrants or such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value holder’s transferee any rights whatsoever as a stockholder of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may Company. This Warrant Certificate shall not be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified valid unless countersigned by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for Warrant Agreement and each such trading day Warrant Certificate, including this Warrant Certificate, shall be: (A) in be deemed a contract made under the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average laws of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there and for all purposes shall be no bid governed by and asked prices on such day, construed in accordance with the average laws of the high bid and low asked pricesState of New York, as so reported, on the most recent day (not more than 30 days prior without regard to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Actprinciples of conflicts of law.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal a fractionAs provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the numerator Warrants shall be exercisable at any time or from time to time on or after the Closing Date. No Warrant shall be exercisable after the Expiration Date. In the event the Company enters into a Combination, the Holder hereof will be entitled to receive upon exercise of the Warrants the shares of Common Stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; PROVIDED, HOWEVER, that in the event that, in connection with such Combination, consideration to holders of Common Stock in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 2.4 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be issued to the Holder hereof a new Warrant Certificate in respect of the shares of Common Stock as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged by presenting this Warrant Certificate to the Company properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. No fractional Warrant Shares will be issued upon the exercise of the Warrants, but the Company shall pay an amount in cash equal to the Current Market Value (calculated as set forth in this Preference Warrant) per share for one Warrant Share on the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole cent. All shares of Common Stock issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duty and validly issued and fully paid and non-assessable. The Holder in whose name the Warrant Certificate is registered may be deemed and treated by the Company as the absolute owner of the Warrant Certificate for all purposes whatsoever and the Company shall not be affected by notice to the contrary. Except as otherwise specifically required in the Warrant Agreement, the Warrants do not entitle any Holder hereof to any of the rights of a shareholder of the Company. THE NEW YORK RESTAURANT GROUP, INC. By /s/ Xxxx Xxxxxx ---------------------------------------- [SEAL] Attest: [ILLEGIBLE] ---------------------------- Secretary DATED: EXHIBIT 1 TO WARRANT CERTIFICATE FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Warrants) THE NEW YORK RESTAURANT GROUP, INC. The undersigned hereby irrevocably elects to exercise [ ] Warrants at an exercise price per Warrant (subject to adjustment) of $.01 to acquire an equal number of shares of Common Stock, par value $.01 per share, of The New York Restaurant Group, Inc., on the date of exercise over terms and conditions specified in the Preference Exercise Price per share Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to The New York Restaurant Group, Inc., and directs that the shares of Common Stock as deliverable upon the exercise of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference such Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms registered or placed in the Preference Warrant Agreementname and at the address specified below and delivered thereto. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall beDate: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.______________________

the Cashless Exercise Ratio. The For purposes of this Warrant, the "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of the Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "Cashless Exercise." Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holderHolder's option to elect a Cashless Exercise, the holder must specify number of Shares deliverable upon a Cashless Exercise shall be equal to the Cashless Exercise Ratio multiplied by the product of (a) the number of Preference Warrants for which such Preference Warrant Certificate that the holder specifies is to be exercised pursuant to a Cashless Exercise and (b) the number of Shares for which such Warrant is then exercisable (without giving effect to the Cashless ExerciseExercise Option). If Holdings has not effected the registration under the Securities Act of the offer and sale of the Shares by Holdings to the holders of the Warrants upon the exercise thereof, Holdings may elect to require that holders of the Warrants effect the exercise of the Warrants solely pursuant to the Cashless Exercise option and may also amend the Warrants to eliminate the requirement for payment of the Exercise Price with respect to such Cashless Exercise option. All provisions of the Preference Warrant Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company Holdings -------------------- or any other security at any date shall mean means (i) if the security is not registered under the Exchange Act, (a) the fair market value of the security, determined in good faith by the board Board of directors Directors of Holdings if the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other aggregate amount of such security to be issued is less than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such dateequal to $20.0 million, or (b) if no the aggregate amount of such transaction shall have occurred on such date or within such six-month periodsecurity exceeds $20.0 million, the fair market value of the security as determined by a nationally or regionally recognized an Independent Financial Expert (as defined herein) (provided that that, in the case of the calculation of -------- Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(aii) (a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified to the Warrant Agent by the president, the chief executive officerPresident, any vice president Vice President or the chief financial officer Chief Financial Officer of the Company in a writing delivered to the Preference Warrant AgentHoldings. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. United States national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. United States national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the CompanyHoldings, (C) in the case of a security not then listed or admitted to trading on any U.S. United States national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the CompanyHoldings, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities Shares (or other securities) were not registered under the Exchange Act.

the Cashless Exercise Ratio. The "Cashless Exercise Ratio" shall equal Warrant Agreement provides that upon the occurrence of certain events the number of Shares issuable upon the exercise of each Warrant shall, subject to certain conditions, be adjusted. In the event the Company enters into a fractionCombination following which this Warrant remains outstanding, the numerator Holder hereof will be entitled to receive upon exercise of the Warrants the shares of capital stock or other securities or other property of such surviving entity as such Holder would have been entitled to receive upon or as the result of such Combination had the Holder exercised its Warrants immediately prior to such Combination; provided, however, that in -------- ------- the event that, in connection with such Combination, consideration to holders of Shares in exchange for their shares is payable solely in cash or in the event of the dissolution, liquidation or winding-up of the Company, the Holder hereof will be entitled to receive distributions on an equal basis with the holders of Shares or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such events, less the Exercise Price. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant Agreement but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the Warrant Shares. Upon any partial exercise of the Warrants, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate in respect of the Warrant Shares as to which is the excess Warrants shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants. In the event any fractional Warrant Shares would have to be issued upon the exercise of the Warrants, the Company may, at its option, pay an amount in cash equal to the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock for one Warrant Share on the Business Day immediately preceding the date the Warrant is exercised, multiplied by such fraction, computed to the nearest whole Dutch guilder in lieu of issuing such fractional share. Pursuant to the Warrant Agreement, the Company has certain registration obligations with respect to the Shares issuable upon exercise over the Preference Exercise Price per share of Common Stock as of the date Warrants. Pursuant to the Warrant Agreement, if the Company proposes to effect a Public Offering, it shall be obligated to include the Warrant Shares of exercise and holders who request to have such Warrant Shares included; provided, however, that the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise----------------- Managing Underwriter may, the holder must specify under certain conditions, limit the number of Preference such Warrant Shares to be included in the Public Offering. The Warrants for which do not entitle any holder hereof to any of the rights of a stockholder of the Company. All Shares issuable by the Company upon the exercise of the Warrants shall, upon such Preference issue, be duly and validly issued and fully paid and non-assessable. The Holder of this Warrant Certificate is to may be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith deemed and treated by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing Warrant Agent as the absolute owner of which occurs on such date the Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified countersigned by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Warrants) [ ] The closing sales undersigned hereby irrevocably elects to exercise ____________________ Warrants at an exercise price for each such trading day shall be: (A) per Warrant Share of $22.278 to acquire an equal number of Warrant Shares on the terms and conditions specified in the case within Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to , and directs that the Shares deliverable upon the exercise of a security listed such Warrants be registered or admitted to trading on any U.S. national securities exchange or quotation systemplaced in the name and at the address specified below and delivered thereto. Date: , ----------------- ---- /1/ ------------------------------- (Signature of Owner) ------------------------------- (Street Address) ------------------------------- (City) (State) (Zip Code) Signature Guaranteed by: ------------------------------- ------------ /1/ The signature must correspond with the closing sales price, regular way, on such day, or if no sale takes place on such day, name as written upon the average face of the closing bid within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and asked prices on such daymust be guaranteed. Securities and/or check to be issued to: Please insert social security or identifying number: Name: Street Address: City, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid State and asked prices on such day, as reported by a reputable quotation source designated Zip Code: Any unexercised Warrants evidenced by the Company, (C) in the case of a within Warrant Certificate to be issued to: Please insert social security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.identifying number: Name: Street Address: