Common use of The Warrant and the Clause in Contracts

The Warrant and the. Common Stock issued upon the exercise of the Warrant shall be subject to a put option by JRP (the "Put Option"). JRP, in its sole discretion, shall have the right and option to have the Warrant redeemed by the Company at the greater of: (i) $100,000.00 or (ii) the difference between the Purchase Price and the then current Fair Market Value (the "Warrant Put Price"); and JRP, in its sole discretion, shall have the right and option to have all of the Common Stock issued upon the exercise of the Warrant redeemed by the Company at the greater of: (i) $100,000.00 or (ii) the then current Fair Market Value of such Common Stock (the "Stock Put Price") (in each respective case the "Put Price"). In the event that the Put Option is exercised and JRP has partially exercised this Warrant such that it is a Holder of both Warrants and Common Stock, the Put price shall be the sum of the number of unexercised Warrants over the original number of Warrants multiplied by the amount of the Warrant Put Price had the warrant remained completely unexercised, plus the number of Shares issued upon exercise over the number of Shares originally Issuable under the Warrant multiplied by the amount of the Stock Put Price had the Warrant been completely exercised. In making such determination adjustments to the number of Warrants and Shares provided for in the Warrant shall be taken into account. For purposes of this Section 3.6, the term "fair market value" of such Common Stock shall mean the average trading price for the Common Stock over the ten (10) days immediately prior to the date of the Put Notice reported on the Nasdaq, or if the Common Stock is not reported on the Nasdaq then as reported on any nationally recognized securities exchange, or if not reported on any nationally recognized securities exchange then as reported on the over the counter market. Upon provision by JRP of written notice to the Company of JRP's exercise of the Put Option (the "Put Notice"), the Company shall pay to JRP the Put Price in cash. JRP's Put option shall not be exercisable (except as described below) until the earlier of: (x) thirteen (13) months following a registration of the Common Stock by filing a registration statement in compliance with the Securities Act; or (y) January 31, 2000; provided, however, that JRP agrees to provide the Company notice six months prior to the exercise of the Put Option, which notice shall be non-binding on JRP.

The Warrant and the. Common Stock issued upon the exercise of the Warrant shall be subject to a two put option options by JRP Greenfield (each, respectively, the "First Put Option" and the "Second Put Option"). JRPGreenfield, in its sole discretion, shall have the right and option to have five-sixths (5/6) of the Warrant Warrant, and five-sixths (5/6) of the Class A Common Stock theretofore issued upon the exercise of the Warrant, redeemed by the Company pursuant to the First Put Option at the greater of: (i) $100,000.00 125,000, or (ii) the difference between the Purchase Price and the then current Fair Market Value (the "Warrant Put Price")fair market value of such Common Stock; and JRPpursuant to the Second Put Option, in its sole discretion, shall have the right and option to have all of the Common Stock issued upon the exercise remaining one-sixth (1/6) of the Warrant redeemed by and one-sixth (1/6) of the Company Class A Common Stock heretofore issued, at the greater of: (i) $100,000.00 25,000 or (ii) the then current Fair Market Value fair market value of such Common Stock (the "Stock Put Price") (in each respective case the "Put Price"). In the event that the Put Option is exercised and JRP has partially exercised this Warrant such that it is a Holder of both Warrants and Common Stock, the Put price shall be the sum of the number of unexercised Warrants over the original number of Warrants multiplied by the amount of the Warrant Put Price had the warrant remained completely unexercised, plus the number of Shares issued upon exercise over the number of Shares originally Issuable under the Warrant multiplied by the amount of the Stock Put Price had the Warrant been completely exercised. In making such determination adjustments to the number of Warrants and Shares provided for in the Warrant shall be taken into account. For purposes of this Section 3.6, the term "fair market value" of such Common Stock shall mean the average trading price for the Common Stock over the ten (10) days immediately prior to the date of the Put Notice reported on the Nasdaq, or if the Common Stock is not reported on the Nasdaq then as reported on any nationally recognized securities exchange, or if not reported on any nationally recognized securities exchange then as reported on the over the counter market. Upon provision by JRP Xxxxxxxxxx of written notice to the Company of JRP's Xxxxxxxxxx'x exercise of the First Put Option or Second Put Option (the "Put Notice"), the Company shall pay to JRP Greenfield the Put Price put price in cash. JRP's Xxxxxxxxxx'x First Put option Option shall not be exercisable (except as described below) until the earlier of: (x) thirteen (13) months following a registration of after the Common Stock by filing a registration statement in compliance with date hereof; and the Securities Act; or Second Put Option shall not be exercisable until fifteen (y15) January 31, 2000months after the date hereof; provided, however, that JRP Greenfield agrees to provide the Company notice six months prior to the exercise of the First Put OptionOption Option (the "Intent Notice"), which notice Intent Notice shall be non-binding on JRPGreenfield., such that Greenfield shall not be required to actually exercise the Put Option and that Greenfield shall have absolutely no liability or obligation whatsoever for costs, expenses or fees, of any nature, incurred by the Company, its representatives or agents in reliance upon or because of the Intent Notice.

The Warrant and the. Common Stock issued upon the exercise of the Warrant shall be subject to a put option by JRP LHC (the "Put Option"). JRPLHC, in its sole discretion, shall have the right and option to have the Warrant redeemed by the Company at the greater of: (i) $100,000.00 or (ii) the difference between the Purchase Price and the then current Fair Market Value (the "Warrant Put Price"); and JRPLHC, in its sole discretion, shall have the right and option to have all of the Common Stock issued upon the exercise of the Warrant redeemed by the Company at the greater of: (i) $100,000.00 or (ii) the then current Fair Market Value of such Common Stock (the "Stock Put Price") (in each respective case the "Put Price"). In the event that the Put Option is exercised and JRP LHC has partially exercised this Warrant such that it is a Holder of both Warrants and Common Stock, the Put price shall be the sum of the number of unexercised Warrants over the original number of Warrants multiplied by the amount of the Warrant Put Price had the warrant remained completely unexercised, plus the number of Shares issued upon exercise over the number of Shares originally Issuable under the Warrant multiplied by the amount of the Stock Put Price had the Warrant been completely exercised. In making such determination adjustments to the number of Warrants and Shares provided for in the Warrant shall be taken into account. For purposes of this Section 3.6, the term "fair market value" of such Common Stock shall mean the average trading price for the Common Stock over the ten (10) days immediately prior to the date of the Put Notice reported on the Nasdaq, or if the Common Stock is not reported on the Nasdaq then as reported on any nationally recognized securities exchange, or if not reported on any nationally recognized securities exchange then as reported on the over the counter market. Upon provision by JRP LHC of written notice to the Company of JRPLHC's exercise of the Put Option (the "Put Notice"), the Company shall pay to JRP LHC the Put Price in cash. JRPLHC's Put option shall not be exercisable (except as described below) until the earlier of: (x) thirteen (13) months following a registration of the Common Stock by filing a registration statement in compliance with the Securities Act; or (y) January 31, 2000; provided, however, that JRP LHC agrees to provide the Company notice six months prior to the exercise of the Put Option, which notice shall be non-binding on JRPLHC.

The Warrant and the. Common Stock issued upon the exercise of the Warrant shall be subject to a put option by JRP LHC (the "Put Option"). JRPLHC, in its sole discretion, shall have the right and option to have the Warrant redeemed by the Company at the greater of: (i) $100,000.00 or (ii) the difference between the Purchase Price and the then current Fair Market Value (the "Warrant Put Price"); and JRPLHC, in its sole discretion, shall have the right and option to have all of the Common Stock issued upon the exercise of the Warrant redeemed by the Company at the greater of: (i) $100,000.00 or (ii) the then current Fair Market Value of such Common Stock (the "Stock Put Price") (in each respective case the "Put Price"). In the event that the Put Option is exercised and JRP LHC has partially exercised this Warrant such that it is a Holder of both Warrants and Common Stock, the Put price Price shall be the sum of the number of unexercised Warrants over the original number of Warrants multiplied by the amount of the Warrant Put Price had the warrant Warrant remained completely unexercised, plus the number of Shares issued upon exercise over the number of Shares originally Issuable under the Warrant multiplied by the amount of the Stock Put Price had the Warrant been completely exercised. In making such determination adjustments to the number of Warrants and Shares provided for in the Warrant shall be taken into account. For purposes of this Section 3.6, the term "fair market value" of such Common Stock shall mean the average trading price for the Common Stock over the ten (10) days immediately prior to the date of the Put Notice reported on the Nasdaq, or if the Common Stock is not reported on the Nasdaq then as reported on any nationally recognized securities exchange, or if not reported on any nationally recognized securities exchange then as reported on the over the counter market. Upon provision by JRP LHC of written notice to the Company of JRPLHC's exercise of the Put Option (the "Put Notice"), the Company shall pay to JRP LHC the Put Price in cash. JRPLHC's Put option Option shall not be exercisable (except as described below) until the earlier of: (x) thirteen (13) months following a registration of the Common Stock by filing a registration statement in compliance with the Securities Act; or (y) January 31, 2000; provided, however, that JRP LHC agrees to provide the Company notice six months prior to the exercise of the Put Option, which notice shall be non-binding on JRPLHC.