Common use of Warrants and Issuance of Warrant Certificates Clause in Contracts

Warrants and Issuance of Warrant Certificates. (i) The Fund hereby subscribes for a total number of Warrants to purchase that number of Warrant Shares equal to the greater of (a) 40,000 shares of Common Stock or (b) twenty percent (20%) of the number of shares of Common Stock issuable upon conversion of the Series B Cumulative Convertible Preferred Stock of the Company (the "Series B Preferred Stock") issued to the Investor pursuant to the Investor Agreement, as if conversion of such Series B Preferred Stock was to occur on each date of Closing (as such term is defined in the Investor Agreement), at an exercise price of $6.00 per share (the "Exercise Price"), in exchange for an aggregate of $.0001 per Warrant Share in cash and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged (the "Purchase Price"). (ii) The Fund shall pay the Purchase Price for the Warrants subscribed for by the Fund either in cash or by check payable to the Company, to be delivered at each Closing in exchange for Warrant Certificates to be issued by the Company. The closings of the purchase and sale of the Warrants shall take place on each date of Closing. The Company shall issue the Warrants pro rata based upon the sum of money paid to the Company by the Investor at each Closing. (iii) The Company's obligation to issue any Warrants to the Fund is conditioned upon the occurrence of the corresponding Closing. If any specific Closing does not occur, then the Company is not obligated to issue to the Fund the Warrants corresponding to such Closing. (iv) The description of the terms and provisions of the Warrants and the respective rights and obligations thereunder, including but not limited to the form of Warrant Certificate and those regarding term, exercise, taxes, exchange and redemption thereof by the Company, are more fully set forth in the Warrant Agreement, a copy of which is on file at the principal offices of the Company. (v) The Company shall use its reasonable best efforts to cause the Warrants and the Warrant Shares to be registered in accordance with and upon the same terms and conditions as are set forth in the Registration Rights Agreement of even date hereof between the parties (the "Registration Rights Agreement").

Warrants and Issuance of Warrant Certificates. (i) The Fund hereby subscribes for a total number Each Warrant shall initially entitle the Registered Owner of Warrants the Warrant Certificates representing such Warrant to purchase one half of one share of Common Stock on exercise thereof, subject to modification and adjustment as hereinafter provided in Section 9; and provided that number Warrants may only be exercised in whole numbers for whole shares of Common Stock. Warrant Shares equal Certificates representing _________ Firm Warrants and evidencing the right to the greater purchase an aggregate of (a) 40,000 _________ shares of Common Stock or (b) twenty percent (20%) of the Company shall be executed by the proper officers of the Company and delivered to the Warrant Agent for countersignature. Certificates representing the Firm Warrants to be delivered to the Warrant Agent shall be in direct relation to the Firm Shares sold as a Unit in the Company’s Public Offering and shall be attached to certificates representing an equal number of Firm Shares. The Warrant Certificates representing the Firm Warrants will be issued and delivered on written order of the Company signed by its President and attested by its Secretary or Assistant Secretary. The Warrant Agent shall deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement. The Over-Allotment Warrants shall be identical to the Firm Warrants, as described herein. Up to _________ Over-Allotment Warrants may be issued and such Over-Allotment Warrants shall evidence the right of the Registered Owners thereof to purchase an aggregate of up to _________ shares of Common Stock of the Company. Any Warrant Certificates for Over-Allotment Warrants to be issued will be executed by the proper officers of the Company and delivered to the Warrant Agent for countersignature on exercise of the option to purchase Over-Allotment Warrants by the several Underwriters in accordance with the Underwriting Agreement. Except as provided in Section 8 hereof, share certificates representing the Warrant Shares shall be issued only on or after the Separation Date on exercise of the Warrants or on transfer or exchange of the Warrant Shares. The Warrant Agent, if other than the Company’s Transfer Agent, shall arrange with the Transfer Agent for the issuance and registration of all Warrant Shares. The Warrants are exercisable in even numbers, for whole shares of the Company’s Common Stock. In the case of the exercise of less than all the Warrants represented in a Certificate, the Warrant Agent shall cancel the Certificate upon the surrender thereof and shall deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of such Warrants. In the case that the attempted exercise of all of the Warrants represented thereby would require the issuance of a fractional share of Common Stock, the Warrants shall be deemed to have been exercised for the nearest whole number of shares of Common Stock issuable upon conversion of the Series B Cumulative Convertible Preferred Stock of the Company (the "Series B Preferred Stock") issued to the Investor pursuant to the Investor Agreement, as if conversion of such Series B Preferred Stock was to occur on each date of Closing (as such term is defined in the Investor Agreement), at an exercise price of $6.00 per share (the "Exercise Price"), in exchange for an aggregate of $.0001 per Warrant Share in cash and other good and valuable consideration, the receipt and sufficiency of into which are hereby acknowledged (the "Purchase Price"). (ii) The Fund shall pay the Purchase Price for the Warrants subscribed for by the Fund either in cash may be exercised. No half shares or by check payable to the Company, to be delivered at each Closing in exchange for Warrant Certificates to fractional shares will be issued by the Company. The closings Warrant Agent shall not permit the exercise of the purchase and sale any single Warrants for one half share of the Warrants shall take place on each date of Closing. The Company shall issue the Warrants pro rata based upon the sum of money paid to the Company by the Investor at each ClosingCommon Stock. (iii) The Company's obligation to issue any Warrants to the Fund is conditioned upon the occurrence of the corresponding Closing. If any specific Closing does not occur, then the Company is not obligated to issue to the Fund the Warrants corresponding to such Closing. (iv) The description of the terms and provisions of the Warrants and the respective rights and obligations thereunder, including but not limited to the form of Warrant Certificate and those regarding term, exercise, taxes, exchange and redemption thereof by the Company, are more fully set forth in the Warrant Agreement, a copy of which is on file at the principal offices of the Company. (v) The Company shall use its reasonable best efforts to cause the Warrants and the Warrant Shares to be registered in accordance with and upon the same terms and conditions as are set forth in the Registration Rights Agreement of even date hereof between the parties (the "Registration Rights Agreement").

Warrants and Issuance of Warrant Certificates. (i) The Fund hereby subscribes for a total number Each two Warrants shall initially entitle the Registered Owner of the Warrant Certificates representing such Warrants to purchase that number one share of Common Stock on exercise thereof, subject to modification and adjustment as hereinafter provided in Section 9. Warrant Shares equal Certificates representing 1,150,000 Firm Warrants and evidencing the right to the greater purchase an aggregate of (a) 40,000 575,000 shares of Common Stock or (b) twenty percent (20%) of the Company shall be executed by the proper officers of the Company and delivered to the Warrant Agent for countersignature. Certificates representing the Firm Warrants to be delivered to the Warrant Agent shall be in direct relation to the Firm Shares sold in the Company's Public Offering and shall be attached to certificates representing an equal number of Firm Shares. The Warrant Certificates representing the Firm Warrants will be issued and delivered on written order of the Company signed by the proper officers of the Company. The Warrant Agent shall deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement. The Over-Allotment Warrants shall carry identical terms and conditions to those established for the Firm Warrants and outlined herein. Up to 172,500 Over-Allotment Warrants may be issued and such Over-Allotment Warrants shall evidence the right of the Registered Owners thereof to purchase an aggregate of up to 86,250 shares of Common Stock issuable upon conversion of the Series B Cumulative Convertible Preferred Stock Company. Any Warrant Certificates for Over-Allotment Warrants to be issued will be issued and delivered on written order of the Company (the "Series B Preferred Stock") issued to the Investor pursuant to the Investor Agreement, as if conversion of such Series B Preferred Stock was to occur on each date of Closing (as such term is defined in the Investor Agreement), at an exercise price of $6.00 per share (the "Exercise Price"), in exchange for an aggregate of $.0001 per Warrant Share in cash and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged (the "Purchase Price"). (ii) The Fund shall pay the Purchase Price for the Warrants subscribed for signed by the Fund either proper officers of the Company on exercise of the option to purchase Over-Allotment Warrants by the several Underwriters in cash or by check payable accordance with the Underwriting Agreement. Certificates representing Over-Allotment Warrants will be initially attached to certificates representing an equal number of Over-Allotment Shares. Except as provided in Section 8 hereof, share certificates representing the Company, to be delivered at each Closing in exchange for Warrant Certificates to Shares shall be issued by only on or after the Company. The closings of the purchase and sale Exercise Date on exercise of the Warrants shall take place or on each date transfer or exchange of Closingthe Warrant Shares. The Company shall issue Warrant Agent, if other than the Warrants pro rata based upon the sum of money paid to the Company by the Investor at each Closing. (iii) The Company's obligation to issue any Warrants to Transfer Agent, shall arrange with the Fund is conditioned upon Transfer Agent for the occurrence issuance and registration of the corresponding Closing. If any specific Closing does not occur, then the Company is not obligated to issue to the Fund the Warrants corresponding to such Closingall Warrant Shares. (iv) The description of the terms and provisions of the Warrants and the respective rights and obligations thereunder, including but not limited to the form of Warrant Certificate and those regarding term, exercise, taxes, exchange and redemption thereof by the Company, are more fully set forth in the Warrant Agreement, a copy of which is on file at the principal offices of the Company. (v) The Company shall use its reasonable best efforts to cause the Warrants and the Warrant Shares to be registered in accordance with and upon the same terms and conditions as are set forth in the Registration Rights Agreement of even date hereof between the parties (the "Registration Rights Agreement").

Warrants and Issuance of Warrant Certificates. (i) The Fund hereby subscribes for a total number Each Warrant shall initially entitle the Registered Owner of Warrants the Warrant Certificate representing such Warrant to purchase that number one share of Common Stock on exercise thereof, subject to modification and adjustment as hereinafter provided in Section 9. Warrant Shares equal Certificates representing 1,650,000 Firm Warrants and evidencing the right to the greater purchase an aggregate of (a) 40,000 1,650,000 shares of Common Stock or (b) twenty percent (20%) of the Company shall be executed by the proper officers of the Company and delivered to the Warrant Agent for countersignature. Certificates representing the Firm Warrants to be delivered to the Warrant Agent shall be in direct relation to the Firm Shares sold in the Company's Public Offering and shall be attached to certificates representing an equal number of Firm Shares. The Warrant Certificates representing the Firm Warrants will be issued and delivered on written order of the Company signed by the proper officers of the Company. The Warrant Agent shall deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement. The Over-Allotment Warrants shall carry identical terms and conditions to those established for the Firm Warrants and outlined herein. Up to 247,500 Over-Allotment Warrants may be issued and such Over-Allotment Warrants shall evidence the right of the Registered Owners thereof to purchase an aggregate of up to 247,500 shares of Common Stock issuable upon conversion of the Series B Cumulative Convertible Preferred Stock Company. Any Warrant Certificates for Over-Allotment Warrants to be issued will be issued and delivered on written order of the Company (the "Series B Preferred Stock") issued to the Investor pursuant to the Investor Agreement, as if conversion of such Series B Preferred Stock was to occur on each date of Closing (as such term is defined in the Investor Agreement), at an exercise price of $6.00 per share (the "Exercise Price"), in exchange for an aggregate of $.0001 per Warrant Share in cash and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged (the "Purchase Price"). (ii) The Fund shall pay the Purchase Price for the Warrants subscribed for signed by the Fund either proper officers of the Company on exercise of the option to purchase Over-Allotment Warrants by the several Underwriters in cash or by check payable to accordance with the CompanyUnderwriting Agreement. Except as provided in Section 8 hereof, to be delivered at each Closing in exchange for share certificates representing the Warrant Certificates to Shares shall be issued by only on or after the Company. The closings of the purchase and sale Exercise Date on exercise of the Warrants shall take place or on each date transfer or exchange of Closingthe Warrant Shares. The Company shall issue Warrant Agent, if other than the Warrants pro rata based upon the sum of money paid to the Company by the Investor at each Closing. (iii) The Company's obligation to issue any Warrants to Transfer Agent, shall arrange with the Fund is conditioned upon Transfer Agent for the occurrence issuance and registration of the corresponding Closing. If any specific Closing does not occur, then the Company is not obligated to issue to the Fund the Warrants corresponding to such Closingall Warrant Shares. (iv) The description of the terms and provisions of the Warrants and the respective rights and obligations thereunder, including but not limited to the form of Warrant Certificate and those regarding term, exercise, taxes, exchange and redemption thereof by the Company, are more fully set forth in the Warrant Agreement, a copy of which is on file at the principal offices of the Company. (v) The Company shall use its reasonable best efforts to cause the Warrants and the Warrant Shares to be registered in accordance with and upon the same terms and conditions as are set forth in the Registration Rights Agreement of even date hereof between the parties (the "Registration Rights Agreement").