Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Exercise of Warrants. The Warrants initially are exercisable Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share address of Common Stock, payable by certified or official bank cashier's check payable to the order Holder appearing on the books of the Company; PROVIDED, HOWEVER, that ) of a duly executed facsimile copy (or e-mail attachment) of the Holder shall have the right, at his or its election, in lieu Notice of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock annexed hereto (the "Payment Shares") equal to “Notice of Exercise”). Within the quotient earlier of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by three (3) Trading Days and (ii) the "Average Closing Price" number of Trading Days comprising the Standard Settlement Period (as of defined in Section 2(d)(i) herein) following the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchangeaforesaid, the average of Holder shall deliver the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the aggregate Exercise Price for the shares specified in the applicable Notice of Common Stock at Exercise by wire transfer or cashier’s check drawn on a United States bank unless the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), cashless exercise procedure specified in Section 2(c) below is specified in the Holder or any subsequent registered holder or holders applicable Notice of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") Exercise. No ink-original Notice of Exercise shall be entitled required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercisecontrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for all purposes be deemed cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have become the holder effect of record lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered Shares purchased and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and payment is a date on which the stock transfer books any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Company are closedprovisions of this paragraph, such person shall following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be deemed to have become less than the holder of such shares at the close of business amount stated on the next succeeding date face hereof. Without limiting the rights of a Holder to receive Warrant Shares on which a “cashless exercise” and without limiting the stock transfer books are openliquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. The Each registered holder of Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cashwhich right may be exercised as set forth herein, to instruct purchase from the Company, and the Company in shall issue and sell to such registered holder of Warrants, the form of subscription to retain, in payment of the Exercise Price, a number of fully paid and nonassessable shares of Common Stock (the "Payment Shares") equal specified herein, upon surrender to the quotient Company, with the form of (i) the Exercise Price multiplied by the number of shares as election to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise purchase duly completed and to deduct the number of Payment Shares from the shares to be delivered signed, and upon payment to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment Company of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by certified check, bank draft, or postal or express money order, payable in United States dollars, to the order of the Company. Upon such certificate or certificates from the date on which the Warrant was surrendered surrender of Warrants and payment of the Exercise Price was made irrespective as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the date of delivery registered holder of such certificateWarrants and in such name or names as such registered holder may designate, except that, if a certificate or certificates for the date number of full shares of Common Stock so purchased upon the exercise of such surrender Warrants. Such certificates shall be deemed to have been issued, and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock, as of the date of surrender of such Warrants and payment of the Exercise Price, as aforesaid; provided, however, that if, at the date of surrender of such Warrants and the payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Common Stock in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such shares; provided further, however, that the transfer books aforesaid, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The right of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or, from time to time, for only part of the Common Stock specified therein, and in the event that any Warrant is exercised in respect of less than all of the Common Stock specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued for the remaining number of Common Stock specified in the Warrant so surrendered. Notwithstanding anything contained herein to the contrary, no Warrant may be exercised if the issuance of Common Stock in connection therewith would constitute a violation of the registration provisions of federal or state securities laws. Upon 30 days prior written notice to the holder of such shares at the close Warrants, the Company shall have the right to reduce the exercise price and/or extend the term of business on the next succeeding date on which Warrants in compliance with the stock transfer books are openrequirements of Rule 13e-4 to the extent applicable.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (and the Shares issuable upon exercise of Warrants are subject to adjustment as provided in SECTION 6 hereof) per share upon the occurrence of Common Stockcertain events, payable by certified or official bank cashier's check payable pursuant to the order provisions of Section 8 of this Agreement. Subject to the Company; PROVIDEDprovisions of this Agreement, HOWEVERand in addition to the right to surrender Warrants without any cash payment as set forth in subsection (c) below, that the each Holder shall have the rightright to purchase from the Company the number of fully-paid and nonassessable Shares specified in such Warrants, at his upon (i) surrender to the Company, or its electionduly authorized agent, of such Warrants, with the Form of Election to Purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in lieu the United States or a member of delivering the Exercise Price in cashNASD, (ii) payment to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number as adjusted in accordance with the provisions of shares Section 8 of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by this Agreement, for the number of shares as to Shares in respect of which such Warrants are then exercised and (iii) compliance with the Warrant is then being exercised divided by requirements of the Act, the Rules and Regulations and applicable state securities laws, rules and regulations (clauses (i), (ii) and (iii) above are hereinafter collectively referred to as the "Average Closing Price" Exercise Requirements"). No adjustment shall be made for any cash dividends paid to stockholders of record before the date on which the Warrants are exercised. Upon completion of the Exercise Requirements, the Company shall issue and cause to be delivered, no later than three (3) trading days following such surrender, to the Holders or (subject to Section 3) to such person or persons and in such name or names as such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, in respect of any fractional Shares otherwise issuable upon such surrender, as provided in Section 9 of this Agreement. Such certificate or certificates shall be deemed to have been issued and any person so named therein shall be deemed to have become a holder of record of such Shares as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average completion of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such dateExercise Requirements; provided, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchangehowever, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before that if, at the date of exercise surrender of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market SystemWarrants, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price transfer books for the shares of Common Stock at or other class of securities issuable upon the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016)exercise of such Warrants shall be closed, the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares Shares shall be issuable as of Common Stock so purchased the date such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable shall be exercisable, at the option election of the Holder Holder(s) thereof, either in whole or full or, from time to time, in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be and, if any Warrant is exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase in respect of less than all of the securities purchasable under Shares issuable upon such exercise at any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless time prior to the Warrant has expiredExpiration Date, shall execute and deliver a new Warrant Certificate of like tenor or Warrants will be issued for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the remaining number of shares of Common Stock evidenced by such certificate or certificates from the date on which Shares specified in the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openso surrendered.

Exercise of Warrants. The Warrants initially are exercisable Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours on any business day at the Exercise Price Company’s principal executive offices (subject or such other office or agency of the Company as it may designate by notice to adjustment as provided the holder hereof), and (i) upon payment to the Company in SECTION 6 hereof) per share of Common Stockcash, payable by certified or official bank cashier's check payable to or by wire transfer for the order account of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at Warrant Shares specified in the Company's principal offices Exercise Agreement or (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), ii) delivery to the Holder or any subsequent registered holder or holders Company of a Warrant Certificate written notice of an election to effect a “Cashless Exercise” (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders"defined in paragraph (b) shall be entitled to receive a certificate or certificates below) for the shares of Common Stock Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become be issued to the holder hereof or such holder’s designee, as the record owner of such shares at shares, as of the close of business on the next succeeding date on which this Warrant shall have been surrendered, the stock transfer books are opencompleted Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding five (5) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each this Warrant Certificate are exercisable at the option of the Holder thereofmay be made, in whole or in part part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (but not as to fractional shares or such other office or agency of the Common Stock underlying Company as it may designate by notice in writing to the Warrantsregistered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Warrants may be exercised to purchase all or part Within the earlier of (i) three (3) Trading Days and (ii) the shares number of Common Stock represented thereby. In Trading Days comprising the case Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exerciseexercise as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all purposes be deemed of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have become the holder effect of record lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered Shares purchased and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and payment is a date on which the stock transfer books any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Company are closedprovisions of this paragraph, such person shall following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be deemed to have become less than the holder of such shares at the close of business amount stated on the next succeeding date on which face hereof. For the stock transfer books are openavoidance of doubt, there is no circumstance that would require the Company to net cash settle the Warrants.

Exercise of Warrants. The Warrants initially are exercisable at A Warrant may be exercised upon surrender to the Company of the Warrant Certificate evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of the Exercise Price (subject Price, as adjusted from time to adjustment time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in SECTION 6 hereofrespect of a Warrant shall be made (a) per share by wire transfer of Common Stock, payable immediately available funds in U.S. Dollars or (b) by certified or official bank cashier's check for U.S. Dollars made payable to the order of the Company; PROVIDED. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, HOWEVER, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder shall will have first received any necessary Regulatory Approvals; provided, however, that in the right, at his or its election, in lieu event the Holder has delivered a notice of delivering the Exercise Price in cash, exercise to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal prior to the quotient of (i) the Exercise Price multiplied by the number of shares as Expiration Date and any Regulatory Approvals with respect to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" such exercise are pending as of the date Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as 30 days following final approval or disapproval of any date, (x) such Regulatory Approval. The Company agrees that if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a any Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), requires any Regulatory Approval it will promptly provide the Holder or any subsequent registered holder or holders of a Warrant Certificate (any all cooperation reasonably requested to obtain such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openRegulatory Approvals.

Exercise of Warrants. The During the Exercise Period, each Holder may, subject to this Agreement, exercise from time to time some or all of the Warrants initially are exercisable evidenced by its Warrant Certificate(s) by (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with the form of election to purchase on the reverse thereof duly filled in and signed which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc. (the "NASD"), or , to the extent held in "street" name, Holder shall comply with applicable law, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price (subject for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to adjustment as provided the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made in SECTION 6 hereof) per share cash by wire transfer of Common Stock, payable immediately available funds to the Warrant Agent for the account of the Company or by certified or official bank cashier's check payable or checks to the order of the Company; PROVIDEDCompany or by any combination thereof. Upon the exercise of any Warrants in accordance with this Agreement, HOWEVERthe Company shall issue and cause to be delivered with all reasonable dispatch, that to or upon the written order of the Holder shall have and in such name or names as the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise PriceHolder may designate, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by certificate or certificates for the number of shares full Warrant Shares issuable upon the exercise of such Warrants and shall take such other actions at its sole expense as are necessary to which complete the exercise of such Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 10 hereof). The Warrant is then being exercised divided by (ii) Agent shall have no responsibility or liability for such issuance or the "Average Closing Price" determination of the number of Warrant Shares issuable upon such exercise. The certificate or certificates representing such Warrant Shares shall have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holdersuch Warrants are exercised hereunder. "Average Closing Price" meansEach Warrant Share, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive rights. Upon surrender In the event that less than all of the Warrants evidenced by a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016)are exercised, the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") thereof shall be entitled to receive a certificate new Warrant Certificate or certificates for Certificates as specified by such Holder evidencing the shares remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the provisions of Common Stock so purchased for the Warrants so exercisedthis Section 4.2 hereof and of Section 3 hereof. The purchase rights represented Company, whenever required by each the Warrant Certificate are exercisable at Agent, will supply the option Warrant Agent with Warrant Certificates duly executed on behalf to the Company for such purpose. Upon delivery of the Holder thereof, Warrant Shares issuable upon exercise in whole or in part (but not as to fractional shares accordance herewith and of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any required new Warrant CertificateCertificates, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless direct the Warrant has expired, Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall execute then be disposed of by the Warrant Agent in a manner permitted by applicable laws and deliver a new satisfactory to the Company in accordance with its written instructions to the Warrant Certificate of like tenor for Agent. The Warrant Agent shall account promptly to the balance of the securities purchasable thereunder. With Company with respect to any such exercise, Warrants exercised and concurrently pay to the Holder shall for Company all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced amounts received by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery Agent upon exercise of such certificate, except that, if Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the date Holders during normal business hours at its office. The Company shall at its sole expense supply the Warrant Agent from time to time with such numbers of such surrender and payment is a date on which copies of this Agreement as the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openWarrant Agent may reasonably request.

Exercise of Warrants. The Warrants initially are exercisable at (a) Contemporaneous with the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share execution of Common Stockthis Agreement, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have exercise the right, at his or its electionFirst Exercised Warrants pursuant to the terms of the Original Warrant Agreement and the Company shall issue to the Holder, in lieu addition to the shares of delivering Common Stock to which such exercising Holder is entitled pursuant to the Exercise Price in cashexercise of such First Exercised Warrants, to instruct New Warrants for the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of fifty percent (i50%) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced issued pursuant to the exercise of the First Exercised Warrants. The Holder shall deliver the Notice of Exercise (as defined in the Original Warrant Agreement) and the aggregate cash exercise price for such First Exercised Warrants and the Company shall deliver the related Warrant Shares pursuant to the terms of the Original Warrant Agreement and shall deliver the related New Warrants within two Trading Days of the receipt by such certificate or certificates from the Company of the payment by the Holder of the exercise price. Each New Warrant issued pursuant to this Section 2.1(a) will have an exercise price for the purchase of one share of Common Stock equal to the closing price of the Company’s Common Stock as reported by Nasdaq for the date on which the related Notice of Exercise is received by the Company and will be in the form attached hereto as Exhibit A (the “New Warrant was surrendered and payment Form”). The date of the Exercise Price was made irrespective closing of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books exercise of the Company are closed, such person First Exercised Warrants shall be deemed referred to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openherein as a “Closing Date.”

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (and the number of Shares issuable upon the exercise of the Warrants are subject to adjustment as provided in SECTION 6 hereof) per share upon the occurrence of Common Stockcertain events, payable by certified or official bank cashier's check payable pursuant to the order provisions of Section 8 of this Agreement. Subject to the Company; PROVIDEDprovisions of this Agreement, HOWEVERand in addition to the right to surrender Warrants without any cash payment as set forth in subsection (c) below, that the each Holder shall have the right, at his which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully-paid and nonassessable Shares specified in such Warrants, upon surrender to the Company, or its electionduly authorized agent, in lieu of delivering the Exercise Price in cashsuch Warrants, to instruct the Company in with the form of subscription election to retainpurchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. No adjustment shall be made for any cash dividends payable out of consolidated earnings or retained earnings on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch, but in no event later than three (3) trading days following such surrender, to or upon the written order of the Holder of such Warrants and in such name or names as such Holder may designate, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by certificate or certificates for the number of shares full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants, the transfer books for the shares of Common Stock at or other class of securities issuable upon the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016)exercise of such Warrants shall be closed, the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares Shares shall be issuable as of Common Stock so purchased the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable shall be exercisable, at the option election of the Holder Holder(s) thereof, either in whole full or from time to time in part (but not as to fractional shares of and, in the Common Stock underlying the Warrants). Warrants may be event that any Warrant is exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase in respect of less than all of the securities purchasable under Shares issuable upon such exercise at any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless time prior to the Warrant has expiredExpiration Date, shall execute and deliver a new Warrant Certificate of like tenor or Warrants will be issued for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the remaining number of shares of Common Stock evidenced by such certificate or certificates from the date on which Shares specified in the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openso surrendered.

Exercise of Warrants. The Holder may exercise the Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable only by certified or official bank cashier's check payable delivery to the order Company of: written notice of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock exercise (the "Payment Shares"“Exercise Notice”) equal in form and substance identical to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise Exhibit “A” attached hereto; and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, Warrant Shares in whole cash or in part (but not as to fractional shares of the Common Stock underlying the Warrants)by check. Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of If less than all of the securities purchasable under any Warrant CertificateWarrants evidenced by this Certificate are exercised, a new certificate evidencing the Warrants not so exercised will be issued to the Holder. Holder may only exercise these Warrants in integral multiples of 100 Warrants unless all Warrants evidenced by this Certificate are being exercised. Upon receipt of Exercise Notice and the Exercise Price, the Company shall cancel said Warrant Certificate upon promptly issue in the surrender thereof and, unless name of and deliver to Holder a stock certificate or certificates evidencing the Warrant has expiredShares. Notwithstanding anything to the contrary contained herein, the Warrants may not be exercised unless and until any then-applicable requirements of all state and federal laws and regulatory agencies shall execute and deliver a new Warrant Certificate of like tenor for have been fully complied with to the balance reasonable good faith satisfaction of the Company and its counsel and the representations and warranties of Holder made in the Exercise Notice shall be true and correct. Adjustments upon Recapitalizations. In the event that the Company shall at any time hereafter (a) pay a dividend in Common Stock or securities purchasable thereunder. With respect convertible into Common Stock; (b) subdivide or split its outstanding Common Stock; or (c) combine its outstanding Common Stock into a smaller number of shares; then the number of shares to be issued immediately after the occurrence of any such exercise, event shall be adjusted so that the Holder shall for all purposes be deemed to have become the holder of record of thereafter may receive the number of shares of Common Stock evidenced by it would have owned immediately following such certificate or certificates from action if it had exercised the date on which the Warrant was surrendered Warrants immediately prior to such action and payment of the Exercise Price was made irrespective shall be adjusted to reflect such proportionate increases or decreases in the number of shares. In case of any reclassification of the date outstanding shares of delivery Common Stock (other than a change covered by Section 0 hereof or a change which solely affects the par value of such certificateshares) or in the case of any merger, except thatconsolidation or reorganization in which holders of the Common Stock receive shares of stock or other securities or property (including cash) in exchange for their shares of Common Stock, if thereafter the date Holder shall receive, upon exercise of each Warrant, for the same Exercise Price payable hereunder immediately prior to such surrender event, the kind and payment is a date on which amount of shares of stock or other securities or property the stock transfer books Holder would have received had the Holder exercised such Warrant immediately prior to such event. The provisions of this Section 0 shall similarly apply to successive reclassifications, mergers, consolidations and other reorganizations. The provisions of this Section 0 are intended to be exclusive, and Holder shall have no other rights upon the occurrence of any of the events described in this Section 0. The existence of the Warrants shall not affect in any way the right or power of the Company are closedto make adjustments, such person shall be deemed reclassifications, reorganizations or changes in its capital or business structure, or to have become the holder merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of such shares at the close of its business on the next succeeding date on which the stock transfer books are openor assets.

Exercise of Warrants. The Warrants initially are exercisable (a) Subject to the Terms and Conditions (including, without limitation, the limitations set forth in Section 2 of the Warrant and Section 7(c) herein), the Holder of a Warrant may exercise the Warrant, in whole or in part, at the Holder’s election at any time on or after the Initial Exercise Price Date (subject to adjustment as provided defined in SECTION 6 hereofthe Warrant) per share and before the Termination Date (as defined in the Warrant). The Holder shall exercise the Warrant, in each case, by delivery of Common Stock, payable by certified or official bank cashier's check payable an executed Exercise Notice to the order Warrant Agent (or to the Company if the exercise is made pursuant to a cashless exercise pursuant to Section 2(c) of the Company; PROVIDED, HOWEVER, that Warrant) of the Holder shall have Holder’s election to exercise the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in Warrant and payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to may be delivered to the Holder. "Average Closing Price" meansmade, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder, by check delivered to the Warrant Agent at the office of the Warrant Agent designated for such purpose or to the office of one of its agents as may be designated in writing by the Warrant Agent, or by wire transfer of immediately available funds to the account of the Warrant Agent set forth on Exhibit A hereto. The Warrant Agent shall forward funds received for Warrant exercises in a given month by the 5th business day of the following month by wire transfer to an account designated by the Company. If permitted by the Terms and Conditions (including Section 2(c) of the Warrant), the Holder thereofof a Warrant may exercise the Warrant by cashless exercise, in whole or in part (but not as part, upon delivery of an executed Exercise Notice to fractional shares the Company. Upon receipt of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificatean Exercise Notice for a cashless exercise, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless calculate and transmit to the Warrant has expired, Agent within one (1) Business Day (and the Warrant Agent shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect have no obligation under this section to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of calculate) the number of shares of Common Stock evidenced by such certificate Warrant Shares issuable in connection with the cashless exercise (the “Cashless Exercise Notification”). The Warrant Agent shall have no duty or certificates from the date on which obligation under this Agreement or the Warrant was surrendered and payment to calculate, confirm, investigate or verify the accuracy of the Exercise Price was made irrespective correctness of, the number of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openWarrant Shares issuable in connection with any exercise hereunder.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject Subject to adjustment as provided in SECTION 6 hereof) per share of Common StockSection 2(e), payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each this Warrant Certificate are exercisable at the option of the Holder thereofmay be made, in whole or in part (but not as part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to fractional shares the Company of a duly executed e-mail attachment of the Common Stock underlying Notice of Exercise in the Warrantsform annexed hereto (the “Notice of Exercise”). Warrants may be exercised to purchase all or part Within the earlier of (i) two (2) Trading Days and (ii) the shares number of Common Stock represented thereby. In Trading Days comprising the case Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exerciseexercise as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all purposes be deemed of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have become the holder effect of record lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered Shares purchased and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender purchases. The Company shall deliver any objection to any Notice of Exercise within two (2) Trading Days of receipt of such notice. The Holder and payment is a date on which the stock transfer books any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Company are closedprovisions of this paragraph, such person shall following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be deemed to have become less than the holder of such shares at the close of business amount stated on the next succeeding date on which the stock transfer books are openface hereof.

Exercise of Warrants. The A Warrant may be exercised upon surrender of the certificate or certificates evidencing the Warrants initially are exercisable to be exercised, together with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company or a broker or dealer which is a member of the National Association of Securities Dealers, Inc., to the Company at its principal office (or if appointed, the Exercise principal office of the Warrant Agent) and upon payment of the Warrant Price (subject to adjustment as provided defined in SECTION 6 and determined in accordance with the provisions of Sections 9 and 10 hereof) per share to the Company (or if appointed, to the Warrant Agent for the account of Common Stockthe Company), payable for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Price (defined in Section 9 herein) shall be made in cash or by certified or official bank cashier's check payable ’s check. 3 Subject to Section 6 hereof, upon the surrender of the Warrant and payment of the Warrant Price as aforesaid, the Company (or if appointed, the Warrant Agent) shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Company; PROVIDED, HOWEVER, that Holder and in such name or names as the Holder shall have the rightmay designate, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares number of Common Stock full Warrant Shares so purchased for upon the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option exercise of the Holder thereofsuch Warrant, together with cash, as provided in Section 11 hereof, in whole respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company certificates shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered been issued and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become the a holder of record of such shares Warrant Shares as of the date of the surrender of such Warrants and payment of the Warrant Price, as aforesaid. The rights of purchase represented by the Warrant shall be exercisable, at the close election of business the Holder thereof, either in full or from time to time in part and, in the event that a certificate evidencing the Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the next succeeding date of expiration of the Warrant, a new certificate evidencing the unexercised portion of the Warrant will be issued, and the Warrant Agent (if so appointed) is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates pursuant to the provisions of this Section and Section 3 hereof, and the Company, whenever required by the Warrant Agent (if appointed), will supply the Warrant Agent with Warrant certificates duly executed on which behalf of the stock transfer books are open.Company for such purpose. 5.2

Exercise of Warrants. The Warrants initially are exercisable This Warrant may be exercised in whole or in part by the Holder during the Exercise Period upon presentation and surrender hereof, with the attached Purchase Form duly executed, at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order office of the Company; PROVIDEDCompany located at 000 Xxxxxxx Xxxxxxxxx, HOWEVERXxxx Xxxx Xxxxx, that the Holder shall have the rightXX 00000, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in accompanied by full payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which Shares of the Warrant is then Company being exercised divided by purchased (ii) the "Average Closing Purchase Price" as of "), whereupon the date of exercise and to deduct Company shall cause the appropriate number of Payment Shares from the shares to be delivered issued and shall deliver to the Holder. "Average Closing Price" means, as promptly as practicable, a certificate representing the Shares being purchased. This Warrant may be exercised for not less than 1,000 Shares and in additional increments of 1,000 Shares at any datetime and from time to time during the Exercise Period. Upon each partial exercise hereof, (x) if shares of Common Stock are listed on a national securities exchange, new Warrant evidencing the average remainder of the closing sales prices therefor on Shares will be issued to the largest securities exchange on which such shares are traded on the last ten (10) trading days before such dateHolder, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located expense, as soon as reasonably practicable, at 5995 Xxxxx Xxxxxxxxxx Xxxxxxthe same Exercise Price, Xxxxxxfor the same Exercise Period, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders and otherwise of a Warrant Certificate (any such subsequent holder or holders also reference to herein like tenor as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so Warrant partially exercised. The purchase rights represented Purchase Price shall be payable by each Warrant Certificate are exercisable at delivery of a certified or bank cashier's check payable to the option Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants)Purchase Price. Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the The Holder shall be deemed for all purposes be deemed to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the number close of shares of Common Stock evidenced by such certificate or certificates from business on the date on as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Warrant was surrendered Company and payment of the Exercise Purchase Price was made irrespective made, regardless of the date of delivery of such certificateany certificate representing the Shares so purchased, except that, that if the date Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such surrender and payment is a date on which date, the stock transfer books of the Company are closed, such person Holder shall be deemed to have become the record holder of such shares at the close of business Shares on the next succeeding date on as of which the stock transfer books are openCompany ceased to be so prohibited.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each this Warrant Certificate are exercisable at the option of the Holder thereofmay be made, in whole or in part part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (but not as to fractional shares or such other office or agency of the Common Stock underlying Company as it may designate by notice in writing to the Warrantsregistered Holder at the address of the Holder appearing on the books of the Company) of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Warrants may be exercised to purchase all or part Within the earlier of (i) two (2) Trading Days and (ii) the shares number of Common Stock represented thereby. In Trading Days comprising the case Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exerciseexercise as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all purposes be deemed of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have become the holder effect of record lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered Shares purchased and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and payment is a date on which the stock transfer books any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Company are closedprovisions of this paragraph, such person shall following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be deemed to have become less than the holder of such shares at the close of business amount stated on the next succeeding date on which the stock transfer books are openface hereof.

Exercise of Warrants. (a) The Warrants initially are exercisable may be exercised in whole or in part, at any time or from time to time, during the Exercise Price Period, by (subject i) presentation and surrender to adjustment as provided the Company at its address set forth in SECTION 6 hereof10 of this Warrant Certificate with the Election To Exercise, attached hereto as EXHIBIT A, duly completed and executed, and (ii) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, for the number of Warrants being exercised by either: (1) bank draft or cashiers check, or (2) provided that the Company receives at least 5 days prior notice and subject to Section 1(d), delivery to the Company of certificate(s) representing a number of shares of Common Preferred Stock (the "Payment Shares") having an aggregate Preferred Value equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the aggregate Exercise Price for the shares number of Common Warrants being exercised. If the aggregate Preferred Value of the Preferred Stock delivered in payment of the aggregate Exercise Price exceeds (because of fractional shares) the aggregate Exercise Price for the number of Warrants being exercised; then (subject to Section 1(d)) the Company will promptly pay to the holder of the Warrants in cash such excess amount; provided that such excess amount shall in no event be more than the Preferred Value of one share of Preferred Stock. If the holder of this Warrant Certificate at any time exercises less than all the Warrants, the Company shall issue to such a holder a warrant certificate identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the number of Warrants originally represented by this Warrant Certificate less the number of Warrants previously exercised. Likewise, upon the presentation and surrender of this Warrant Certificate to the Company at its address set forth in SECTION 10 and at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016)request of the holder, the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable Company will, without expense, at the option of the Holder thereofholder, issue to the holder in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said substitution for this Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute one or more warrant certificates in identical form and deliver a new Warrant Certificate for an aggregate number of like tenor for the balance of the securities purchasable thereunder. With respect Warrants equal to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock Warrants evidenced by such certificate or certificates from the date on which the this Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openCertificate.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable Subject to the order terms of this Agreement, -------------------- the Company; PROVIDED, HOWEVER, that the Holder Warrantholder shall have the right, at his or its electionany time during the five-year period ending at 5:00 P.M., in lieu New York time, on the fifth anniversary of delivering the Exercise Price in cashdate hereof (the "Termination Date"), to instruct purchase from the Company up to the number of fully paid and nonassessable Shares which the Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon surrender to the Company, at its principal office, of the certificate evidencing the Warrant to be exercised, together with the purchase form annexed thereto duly filled in and signed, and upon payment to the form Company of subscription to retainthe Warrant Price (as defined in and determined in accordance with the provisions of Sections 6 and 7 hereof), for the number of Shares in respect of which such Warrant is then exercised. Payment of the aggregate Warrant Price shall be made in cash or by certified or cashier's check or by wire transfer of funds or by surrender of Warrants for cashless exercise as provided in Section 6. Upon such surrender of the Warrant and payment of the Exercise Warrant Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise Company shall issue and to deduct the number of Payment Shares from the shares cause to be delivered with all reasonable dispatch to or upon the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average written order of the closing sales prices therefor on the largest securities exchange on which Warrantholder and in such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants name or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein names as the "Holder" or "Holders") shall be entitled to receive Warrantholder may designate, a certificate or certificates for the shares number of Common Stock full Shares so purchased for upon the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option exercise of the Holder thereofWarrant, together with cash, as provided in Section 8 hereof, in whole respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or in part (but not as certificates shall be deemed to fractional shares of the Common Stock underlying the Warrants). Warrants may have been issued and any person so designated to be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company named therein shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the a holder of record of the number such Shares as of shares of Common Stock evidenced by such certificate or certificates from the date on which of surrender of the Warrant was surrendered and payment of the Exercise Price was made irrespective of Warrant Price, as aforesaid, notwithstanding that the date of delivery of certificates representing such certificate, except that, if the date of such surrender and payment is a date on which Shares shall not actually have been delivered or that the stock transfer books of the Company are shall then be closed, such person . The Warrant shall be deemed to have become the holder of such shares exercisable, at the close election of business on the next succeeding date on which Warrantholder, either in full or from time to time in part and, in the stock transfer books are openevent that a certificate evidencing the Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining portion of the Warrant will be issued by the Company.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied may be exercised by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to a fractional share of Common Stock), by surrender of this Warrant Agreement at the principal office of the Company located at 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (or such other office or agency of the Company as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books and records of the Company), with the appropriate form attached hereto duly exercised, at any time within the period beginning on the date of this Warrant Agreement, which is specified above and ending on that date exactly ten (10) years from the Effective Date (the “Exercise Period”) and (i) by certified or official bank check or (ii) by surrender to the Company for cancellation of a portion of these Warrants representing that number of unissued shares of the Common Stock underlying these Warrants which is equal to the Warrantsquotient obtained by dividing (A) the product obtained by multiplying the Exercise Price by the number of shares of such Common Stock being purchased upon such exercise by (B) the difference obtained by subtracting the Exercise Price from the average of the bid and asked prices on the date of exercise (the “Per Share Market Value”) as of the date of such exercise. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the provisions of clause (ii) of this subsection (b), such exercise shall be accompanied by written notice from the Holder of these Warrants specifying the manner of payment thereof and containing a calculation showing the number of such shares of Common Stock with respect to which rights are being surrendered thereunder and the net number of shares to be issued after giving effect to such surrender. Warrants may be exercised to purchase all or part of The Company agrees that the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company so purchased shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become be issued to the holder Holder as the record owner of record of the number of such shares of Common Stock evidenced by such certificate or certificates from as of the close of business on the date on which the Warrant was Agreement shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the Exercise Price was made irrespective shares of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person Common Stock so purchased shall be deemed delivered to the Holder promptly and in no event later than thirty (30) days after the Warrants shall have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openbeen so exercised.

Exercise of Warrants. The (a) During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all of the Warrants initially are exercisable evidenced by its Warrant Certificate(s) by: (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with written notice (in the form attached to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (subject 1) by wire transfer of immediately available funds to adjustment as provided in SECTION 6 hereofthe Warrant Agent for the account of the Company, (2) per share of Common Stock, payable by certified or official bank cashier's check or checks payable to the order of the Company; PROVIDEDCompany (any such payments under subsections (1) or (2) shall be made in lawful money of the United States of America), HOWEVERor (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that the a Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, elects to instruct the Company in the form of subscription to retain, in make payment of the aggregate Exercise PricePrice by surrender of the right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, a the number of shares Warrant Shares issuable to such Holder shall be calculated as follows: X = Y(A-B) A Where: X = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised only in part, the number of Warrant Shares for which it is being exercised); A = the Trading Price of a share of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" determined as of the date of exercise exercise; and to deduct B = the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing then-current Exercise Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Exercise of Warrants. The (a) Each of the Warrants initially are exercisable may be exercised at any time or from time to time on or after the Closing Date until the tenth (10th) anniversary of the Closing Date, on any day that is a Business Day, for all or any part of the number of Issuable Warrant Shares purchasable upon its exercise. In order to exercise its Warrant, in whole or in part, the Holder will deliver to the Company at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable address designated by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in pursuant to Section 6.06, (i) a written notice of such Holder's election to exercise its Warrant, which notice will specify the form number of subscription Issuable Warrant Shares to retainbe purchased pursuant to such exercise, in (ii) payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") in an amount equal to the quotient of aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (iiii) the Exercise Price multiplied by Warrant. Such notice will be substantially in the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as form of the date of exercise and to deduct Subscription Form appearing at the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise end of the Warrants. Upon surrender receipt of such notice, the Company will, as promptly as practicable, and in any event within ten (10) business days, execute, or cause to be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Agreement. The stock certificate or certificates so delivered will be in such denominations as may be specified in such notice and will be registered in the name of such Holder, or, subject to compliance with transfer and registration requirements under applicable Federal and state securities laws, such other name as designated in such notice. A Warrant Certificate with will be deemed to have been exercised, such certificate or certificates will be deemed to have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become a holder of record of such shares for all purposes, as of the annexed Form of Election to Purchase duly executeddate that such notice, together with payment of the Exercise Price for and the shares of Common Stock at Warrant is received by the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), . If the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, has been exercised in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificatepart, the Company shall cancel said Warrant Certificate upon will, at the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date time of delivery of such certificatecertificate of certificates, except that, if deliver to such Holder a new Warrant evidencing the date rights of such surrender and payment is a date on Holder to purchase the number of Issuable Warrant Shares with respect to which the stock transfer books of Warrant has not been exercised, which new Warrant will, in all other respects, be identical with the Company are closedWarrants, such person shall be deemed to have become or, at the holder request of such shares at the close of business Holder, appropriate notation may be made on the next succeeding date on which original Warrant and the stock transfer books are openoriginal Warrant returned to such Holder.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each this Warrant Certificate are exercisable at the option of the Holder thereofmay be made, in whole or in part part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (but not as to fractional shares or such other office or agency of the Common Stock underlying Company as it may designate by notice in writing to the Warrantsregistered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Warrants may be exercised to purchase all or part Within the earlier of (i) two (2) Trading Days and (ii) the shares number of Common Stock represented thereby. In Trading Days comprising the case Standard Settlement Period (as defined in Section 3(d)(i) herein) following the date of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exerciseexercise as aforesaid, the Holder shall for all purposes be deemed to have become deliver the holder of record unpaid portion of the number aggregate Exercise Price to the Company for the Warrant Shares specified in the applicable Notice of shares Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 3(c) below is specified in the applicable Notice of Common Stock evidenced by such certificate Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or certificates from other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant was surrendered and payment resulting in purchases of a portion of the Exercise Price was made irrespective total number of Warrant Shares available hereunder shall have the date effect of delivery lowering the outstanding number of such certificate, except that, if Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such surrender purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and payment is a date on which the stock transfer books any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Company are closedprovisions of this paragraph, such person shall following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be deemed to have become less than the holder of such shares at the close of business amount stated on the next succeeding date face hereof. Without limiting the rights of a Holder to receive Warrant Shares on which a “cashless exercise” and without limiting the stock transfer books are openliquidated damages provision in Section 3(d)(i) and the buy-in provision in Section 3(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. The Subject to the provisions of the Warrants initially are exercisable and this Warrant Agent Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the office of the Warrant Agent, or at the Exercise Price (subject to adjustment office of its successor as provided Warrant Agent, the Warrant, the notice of exercise, as set forth in SECTION 6 hereof) per share the Warrant, duly executed and properly completed, accompanied such other documentation as the Warrant Agent may reasonably request, and by paying in full, in lawful money of Common Stock, payable the United States by certified or official bank cashier's check payable wire transfer to the order of Warrant Agent, the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Warrant Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares for each full Warrant Share as to which the Warrant is then being exercised divided by (ii) and the "Average Closing Price" as issuance of the date Warrant Shares by the Warrant Agent as set forth in the applicable Warrant. In no event shall the Registered Holder of exercise and any Warrant be entitled to deduct “net cash settle” the number of Payment Shares Warrant. The Warrant Agent will transmit to the Company the funds received from the shares to be delivered to Registered Holders for the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants by the 5th business day of the month following the acceptance of such funds. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required; provided, however, that in the case of Notice of Exercise that involves transfer of ownership, (z) if such shares are for purposes of clarity, transfer of ownership shall not listed on either a national securities exchange include issuance of Warrant Shares to the Registered Holder of the Warrants), or change in the NASDAQ National Market Systemname of the registered holder, the average Warrant Agent may reasonably request such other documentations to accompany the Notice of Exercise, including a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the sales prices therefor on Securities Transfer Association. In the last twenty (20) trading days before the date event of a cash exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless hereby instructs the Warrant has expired, shall execute and deliver a new Agent to record cost basis for newly issued Warrant Certificate of like tenor for Shares to be equal to the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openexercise price thereof.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) 10 trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) 10 trading days before the such date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) 20 trading days before the date of exercise of the Warrantssuch date. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx 3811 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 0001600000), the xhe Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference referred to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificateshares, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Exercise of Warrants. The (a) Warrants initially are exercisable may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 10 and 12 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Price (subject to adjustment as Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof with such Registered Holder's signature guaranteed, together with payment in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check made payable to the order of the Warrant Agent for the account of the Company; PROVIDED, HOWEVERof an amount in lawful money, that of the Holder United States of America equal to the applicable Purchase Price, has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall have be treated for all purposes as the right, at his or its election, in lieu holder of delivering such securities as of the close of business on the Exercise Price in cashDate. Upon the exercise of Warrants, to instruct the Warrant Agent shall promptly notify the Company in the form writing of subscription to retain, in payment such fact and of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares securities delivered upon such exercise. As soon as to which practicable on or after the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise Exercise Date, and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of in any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading event within five business days before after such date, the Warrant Agent, subject to subsection (yb) if such shares below, shall promptly deposit the payment into an interest bearing escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis, with accrued interest, to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are listed on the NASDAQ National Market System but not on any national securities exchangedetermined to be collected, the average Warrant Agent, on behalf of the closing sales prices therefor on Company, shall cause to be issued to the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants person or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate deliverable upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which and the Warrant was surrendered and payment of Agent shall deliver the Exercise Price was made irrespective of same to the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openor persons entitled thereto.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price initial exercise price (subject to adjustment as provided in SECTION 6 Section 9 hereof) per share of Common Stock, Stock as set forth in Section 8 hereof payable by paying in full, in lawful money of the United States, in cash, wire transfer, certified check or official bank cashier's check draft payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his Company (or its election, in lieu of delivering the Exercise Price in cash, as otherwise agreed to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the WarrantsCompany). Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price (as hereinafter defined) for the shares of Common Stock purchased at the Company's principal offices in New York (currently presently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx1 Bridge Street, XxxxxxIrvington, Xxxxxxxx 00016), NY 10533) the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be Xxxxxxx Xxxxxxxxxxx xxxxx xx entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercisedpurchased. The purchase rights represented by each the Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants), provided that no exercise may be for fewer than 10,000 shares of Common Stock (or such lesser number that may remain upon exercise of the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities shares of Common Stock purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, and shall execute and deliver to the Holder a new Warrant Certificate of like tenor for the balance of the securities purchasable thereundershares of Common Stock. With respect to any such exerciseNotwithstanding the foregoing, Holder acknowledges and agrees that the Holder shall for all purposes be deemed to Company does not have become the holder of record of the a sufficient number of authorized shares of Common Stock evidenced by to permit the purchase of all of the shares of Common Stock that Holder has a right to purchase under the Lender Warrants nor has the Company obtained stockholder approval to amend its Certificate of Incorporation to increase the number of authorized shares of Common Stock. The Company covenants and agrees that it shall take such certificate or certificates from actions as are necessary to amend its Certificate of Incorporation to increase the number of authorized shares of Common Stock to an aggregate of 290,000,000 shares, which actions shall be taken as soon as practical after the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of hereof, but in no event later than 30 days after the date hereof. Holder agrees that it shall not purchase more than a total of delivery 30,000,000 shares of Common Stock under the Lender Warrants until such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of time as the Company are closed, such person shall be deemed to have become the holder has amended its Certificate of such shares at the close of business on the next succeeding date on which the stock transfer books are openIncorporation as set forth in this Section 3.

Exercise of Warrants. The Warrants initially are exercisable registered holder of each Warrant shall have the right, which may be exercised as in such Warrant expressed, to purchase from the Company (and the Company shall issue and sell to such registered holder) the number of Shares specified in such Warrant, upon surrender to the Company, at the office in ________________________________ of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the Warrant Exercise Price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Payment of such Warrant Exercise Price (subject to adjustment as provided may be made in SECTION 6 hereof) per share of Common Stockcash, or by certified check or bank draft or postal or express money order, payable by certified or official bank cashier's check payable in United States dollars, to the order of the Company; PROVIDEDWarrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, HOWEVERupon such surrender of Warrants, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in and payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Warrant Exercise Price multiplied by as aforesaid, the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise Company shall issue and to deduct the number of Payment Shares from the shares cause to be delivered with all reasonable dispatch to or upon the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average written order of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder of such Warrants, and in such name or holders of a Warrant Certificate (any names as such subsequent registered holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive may designate, a certificate or certificates for the shares number of Common Stock full Shares so purchased for upon the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option exercise of the Holder thereofsuch Warrants, together with cash, as provided in Section 9 of this Agreement, in whole respect of any fraction of a Share otherwise issuable upon such surrender. Such certificate or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company certificates shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered been issued and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of such Warrants and payment of the Warrant Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Warrant Exercise Price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such shares Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the close opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the stock transfer books are openCompany shall be under no duty to deliver any certificate for such Shares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time before the Expiration Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject Subject to adjustment as provided in SECTION 6 hereof) per share of Common StockSection 2(e), payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each this Warrant Certificate are exercisable at the option of the Holder thereofmay be made, in whole or in part (but not as part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to fractional shares the Company of a duly executed e-mail attachment of the Common Stock underlying Notice of Exercise in the Warrantsform annexed hereto (the “Notice of Exercise”). Warrants may be exercised to purchase all or part Within the earlier of (i) two (2) Trading Days and (ii) the shares number of Common Stock represented thereby. In Trading Days comprising the case Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exerciseexercise as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all purposes be deemed of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have become the holder effect of record lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered Shares purchased and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and payment is a date on which the stock transfer books any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Company are closedprovisions of this paragraph, such person shall following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be deemed to have become less than the holder of such shares at the close of business amount stated on the next succeeding date on which the stock transfer books are openface hereof.

Exercise of Warrants. (a) The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each this Warrant Certificate are exercisable at -------------------- may be exercised by the option of the Holder thereofholder hereof, in whole or in part part, by the surrender of this Warrant, with the purchase form attached hereto (but not as to fractional shares or reasonable facsimile thereof) duly executed, at the principal office of the Common Stock underlying Company at Xxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 (or such other office or agency of the Warrants). Warrants Company as it may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Company at any time during the period within which the rights represented by this Warrant may be exercised or, if such exercise is in connection with an underwritten public offering of Shares subject to purchase all or part this Warrant, at the location at which the underwriting agreement requires that such Shares be delivered) and upon payment as provided in Section 1(b) below. The Company agrees that the Shares so purchased shall be and will be deemed to be issued to the holder hereof as the record owner of such Shares immediately prior to the shares close of Common Stock represented thereby. In business on the case date on which this Warrant shall have been surrendered and payment made for such Shares as aforesaid (except that if such exercise is in connection with an underwritten public offering of the purchase of less than all the securities purchasable under any Warrant CertificateShares subject to this Warrant, the Company then such exercise shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become been effected upon such surrender of this Warrant). On each day that an exercise of this Warrant is deemed effected, the holder of record of the number of shares of Common Stock evidenced by such person or persons in whose name or names any certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of Shares are issuable upon such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person exercise shall be deemed to have become the holder or holders of record of such shares Shares. Certificates for the Shares so purchased shall be delivered, at the close Company's expense (including, without limitation, the payment by the Company of business any applicable issue, stamp or other taxes), to the holder hereof as promptly as practicable thereafter, but in each case within five (5) days, after the rights represented by this Warrant shall have been exercised (unless such exercise shall be in connection with a public offering of Shares subject to this Warrant, in which event concurrently with such exercise) and, in case such exercise is in part only, a new Warrant or Warrants of like tenor, calling in the aggregate on the next succeeding date on face or faces thereof for the number (which may be fractional) of Shares (without giving effect to any adjustment therein) equal to the stock transfer books are openShares with respect to which this Warrant shall not then have been exercised shall also be issued to the holder within such time. Certificates for fractional Shares will not be issued.

Exercise of Warrants. The (a) Commencing (i) in the case of the Class A Warrants, at the opening of business on the Class A Initial Exercise Date and (ii) in the case of the Class B Warrants, at the opening of business on the Class B Initial Exercise Date, Warrants initially are exercisable may be exercised by surrendering the Warrant Certificate evidencing such Warrants at the Warrant Agent's Office with the Election to Purchase form set forth on the reverse of the Warrant Certificate duly completed and executed by the registered holder thereof or his attorney duly authorized in writing, accompanied by payment in full, as set forth below, to the Warrant Agent for the account of the Company the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per for each share of Common Stock, payable by certified or official bank cashier's check payable Stock as to the order of the Company; PROVIDED, HOWEVER, which Warrants are exercised and any taxes that the Holder shall have the right, at his or its election, registered holder is required to pay as set forth in lieu of delivering the Section 3.9. Such Exercise Price shall be paid in cash, to instruct the Company full by (i) cash or a certified check or a wire transfer in the form of subscription to retain, same day funds in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") an amount equal to the quotient of (i) the then applicable Exercise Price multiplied by the number of shares as to which the Warrant is Shares then being exercised divided by purchased, (ii) delivery to the "Average Closing Price" Company of that number of shares of Common Stock, duly endorsed, having an aggregate Fair Market Value (as of defined in Section 4.1(d)) equal to the date of exercise and to deduct then applicable Exercise Price multiplied by the number of Payment Warrant Shares from then being purchased or (iii) by any combination of (i) and (ii). In the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchangealternative, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender holder of a Warrant Certificate with the annexed Form of Election may exercise its right to Purchase duly executed, together with payment purchase some or all of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any Shares subject to such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, on a net basis, such that, without the Company shall cancel said exchange of any funds, such holder receives that number of Warrant Shares subscribed to pursuant to such Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the less that number of shares of Common Stock evidenced having an aggregate Fair Market Value at the Date of Exercise equal to the aggregate Exercise Price that would otherwise have been paid by such certificate holder for the number of Warrant Shares subscribed to pursuant to such Warrant Certificate. A registered Warrant holder may exercise all or certificates from the date on which the any number of whole Warrants represented by a Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openCertificate.

Exercise of Warrants. The (a) Subject to the last paragraph of this Section 1, the Warrants initially are exercisable evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stockfor such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank cashier's check payable to the order of the Company; PROVIDED(iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), HOWEVER, that and without the Holder shall have the right, at his or its election, in lieu payment of delivering the Exercise Price in cash, in return for the delivery to instruct the Company in the form surrendering Holder of subscription to retain, in payment of the Exercise Price, a such number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to of the Common Stock for which the such Warrant is then being exercised divided by (ii) the "Average Closing Price" exercisable as of the date of exercise and to deduct (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, equal to the average of quotient obtained by dividing (x) the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten aggregate Exercise Price (10assuming no Cashless Exercise) trading days before such date, to be paid by (y) if such shares are listed the Market Price of one Share of Common Stock on the NASDAQ National Market System but not on any national securities exchange, Business Day which immediately precedes the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date day of exercise of the Warrants Warrant; or (ziv) if such by the delivery of shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the last twenty (20) trading days before Business Day which immediately precedes the date day of exercise of the Warrants. Upon surrender An exercise of a Warrant Certificate in accordance with the annexed Form of Election clause (iii) is herein referred to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders as a "Cashless Exercise" and an exercise of a Warrant Certificate in accordance ------------------ with clause (any such subsequent holder or holders also reference iv) is herein referred to as an "In-Kind Exercise." The ------------------ documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "HolderWarrant ------- Exercise Documentation." or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.----------------------

Exercise of Warrants. The Warrants initially are Holder's right to exercise this Warrant shall vest in equal increments at the first, second and third anniversaries of the date of issuance of this Warrant; provided, however, that the Holder's right to exercise the Warrant shall fully vest immediately prior to a public offering of the Company's common stock. This Warrant is exercisable in whole or in part at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common StockStock payable hereunder, payable in cash or by certified or official bank cashier's check payable check. The only condition to the order vesting of the Company; PROVIDEDHolder's right to exercise this Warrant shall be the passage of time and Holder's right to exercise the Option shall not be terminated for any reason, HOWEVERincluding (without limitation) by reason of death, that the Holder shall have the rightdisability, at his incapacity or its election, in lieu termination of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrantsemployment. Upon surrender of a this Warrant Certificate with the annexed Notice of Exercise Form duly executed (which Notice of Election Exercise Form may be submitted either by delivery to Purchase duly executedthe Company or by facsimile transmission as provided in Section 8 hereof), together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016)purchased, the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased purchased. For the purposes of this Section 2, "Market Value" shall be an amount equal to the average closing bid price of a share of Common Stock, as reported by Bloomberg, LP or, if not so reported, as reported on the over-the-counter market for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at five (5) trading days preceding the option Company's receipt of the Holder thereofNotice of Exercise Form duly executed, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of multiplied by the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the to be issued upon surrender of this Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificateCertificate. UPON EXERCISE OF THE WARRANT AND ISSUANCE OF THE UNDERLYING SHARES OF COMMON STOCK, except thatTHE HOLDER AND/OR ANY AFFILIATE (AS DEFINED BY THE SECURITIES AND EXCHANGE ACT OF 1934) TO WHOM SOME OR ALL OF THE WARRANT SHALL HAVE BEEN TRANSFERRED OR ASSIGNED SHALL GRANT TO ZACKXXX XXXXX, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closedXX ANY CAPACITY, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openCURRENTLY AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, AN IRREVOCABLE PROXY TO VOTE THE SHARES OF COMMON STOCK UNDERLYING THE WARRANT, WHICH PROXY SHALL EXPIRE FIVE (5) YEARS FROM THE DATE OF GRANT.

Exercise of Warrants. The Warrants initially are exercisable (a) Upon surrender of this Warrant with the Form of Election to Exercise attached hereto duly completed and signed to the Company, at its address set forth in Section 10, and upon payment and delivery of the Exercise Price (subject per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to adjustment as provided purchase hereunder, in SECTION 6 hereof) per share lawful money of Common Stockthe United States of America, payable by tendering cash, wire transferring or delivering a certified check or official bank cashier's check ’s check, payable to the order of the Company; PROVIDED, HOWEVERall as specified by the Warrant Holder in the Form of Election to Exercise, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription shall promptly issue or cause to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise be issued and to deduct the number of Payment Shares from the shares cause to be delivered to or upon the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average written order of the closing sales prices therefor Warrant Holder and in such name or names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such dateface of this Warrant), (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price certificate for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate Shares issuable upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, with such restrictive legend as required by the Securities Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment Shares as of the Date of Exercise Price was made of this Warrant, irrespective of the date of delivery of the certificate evidencing such certificateshares, except that, if the date of such surrender and payment receipt is a date on which the stock transfer books of the Company are closed, such person shall will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights for Warrant ADSs represented by each this Warrant Certificate are exercisable at the option of the Holder thereofmay be made, in whole or in part part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (but not as to fractional shares or such other office or agency of the Common Stock underlying Company as it may designate by notice in writing to the Warrantsregistered Holder at the address of the Holder appearing on the books of the Company) of a duly executed notice of exercise in the form annexed hereto as Exhibit A (a “Notice of Exercise”). Warrants , which may be exercised delivered in a .PDF format via electronic mail pursuant to purchase all or part the notice provisions set forth in the Purchase Agreement. Within two (2) Trading Days of the shares date said Notice of Common Stock represented thereby. In Exercise is delivered to the case Company (or within three (3) Trading Days of the purchase date said Notice of less than all Exercise is delivered to the securities purchasable under any Warrant CertificateCompany if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall cancel said have received payment of the aggregate Exercise Price of the Warrant Certificate upon the surrender thereof andADSs thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the Warrant has expiredcashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall execute any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and deliver a new Warrant Certificate competency of like tenor for all natural persons signing any Notice of Exercise so delivered, the balance authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the securities purchasable thereunderoriginal of such Notice of Exercise. With respect Notwithstanding anything herein to any such exercisethe contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for all purposes cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. The Holder and the Company shall maintain records showing the number of Warrant ADSs purchased and the date of such purchases, and the Company shall be deemed entitled to have become the holder of record conclusively assume that its records of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered ADSs purchased and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which purchases are accurate, absent actual notice to the stock transfer books contrary. The Company shall deliver any objection to any Notice of the Company are closed, such person shall be deemed to have become the holder Exercise within two (2) Business Days of receipt of such shares at the close of business on the next succeeding date on which the stock transfer books are opennotice.

Exercise of Warrants. Subject to the provisions of this Agreement, each registered holder of a Warrant shall have the right to purchase one (1) share of Preferred Stock at a price of $5.00 for a period of four years, until , 2002, commencing one year from the date the Offering closes. The Company shall issue and sell to such registered holder of Warrants initially are exercisable the number of fully paid and non-assessable shares of Preferred Stock specified in such Warrants, upon surrender to the Company at the Exercise office of the Warrant Agent of such Warrants, with the form of election to purchase duly filled in and signed, and upon payment to the order of the Company for the Warrant exercise price, determined in accordance with Sections 10 and 11 herein, for the number of shares in respect of which such Warrants are then exercised. Payment of such Warrant Price (subject to adjustment as provided shall be made in SECTION 6 hereof) per share of Common Stockcash or by certified check or bank draft or postal or express money order, payable by certified or official bank cashier's check payable in United States Dollars to the order of the Company; PROVIDED. No adjustment shall be made for any dividends on any Preferred Shares issuable upon exercise of any Warrant. Subject to Section 7, HOWEVERupon such surrender of Warrants, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in and payment of the Exercise PriceWarrant Price as aforesaid, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise Company shall issue and to deduct the number of Payment Shares from the shares cause to be delivered with all reasonable dispatch to or upon the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average written order of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder of such Warrants and in such name or holders of a Warrant Certificate (any names as such subsequent registered holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive may designate, a certificate or certificates for the shares largest number of Common Stock whole Preferred Shares so purchased for upon the Warrants so exercisedexercise of such Warrants. The purchase rights represented by each Warrant Certificate are exercisable at the option Company shall not be required to issue any fraction of the Holder thereofa Share of Preferred Stock or make any cash or other adjustment as provided in Section 12 herein, in whole respect of any fraction of a Preferred Share otherwise issuable upon such surrender. Such certificate or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company certificates shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered been issued and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become the a holder of record of such shares Shares as of the date of the surrender of such Warrants and payment of the Warrant Price as aforesaid; provided, however, that if at the close date of business on surrender of such Warrants and payment of such Warrant Price, the next succeeding transfer books for the Preferred Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall be opened and until such date the stock Company shall be under no duty to deliver any certificate for such shares; provided further, however, that the aforesaid transfer books are openbooks, unless otherwise required by law or by applicable rule of national securities exchange, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrant, a new Warrant or Warrants will be issued to such registered holder for the remaining number of shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section during the warrant exercise period, and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. The Exercise of the purchase rights represented by the Warrants initially are exercisable may be made, in whole or in part in integral multiples of one whole Warrant, at any time or times on or after the Initial Exercise Price Date and on or before the Termination Date by (subject to adjustment as provided in SECTION 6 hereof1) per share surrender of Common Stock, payable by certified or official bank cashier's check payable this Warrant certificate to the order Company (or such other office or agency of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the City of New York as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) and (2) delivery to the Company (or such other office or agency of the Company in the City of New York as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto, and within three (3) Trading Days (defined below) of subscription the date said Notice of Exercise is delivered to retainthe Company, in the Company shall have received payment of the aggregate Exercise PricePrice (defined below) of the shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bank or, if available, pursuant to Cashless Exercise as specified in Section 1(c) below. On the Share Delivery Date set forth below, the Company shall issue a number of shares of Common Stock (the "Payment Shares") Stock, for each Warrant exercised, equal to the quotient of (iWarrant Shares or as set forth in Section 1(c) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" meansbelow, as applicable. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any date, (x) if shares Notice of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall form be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercisedrequired. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of maintain records showing the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered purchased upon exercise of Warrants and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books purchases. The Company shall deliver any objection to any Notice of the Company are closed, such person shall be deemed to have become the holder Exercise within one (1) business day of receipt of such shares at the close of business on the next succeeding date on which the stock transfer books are opennotice.

Exercise of Warrants. The During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3 hereof, each Holder may, subject to the terms of this Agreement, exercise from time to time some or all of the Warrants initially are exercisable evidenced by its Warrant Certificate(s) by (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with the form of notice attached thereto duly filled in and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule l7Ad-15 of the Exchange Act, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price (subject for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to adjustment as provided in SECTION 6 hereof) per share the Warrant Agent and tender of Common Stock, payable payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made by wire transfer of immediately available funds to the Warrant Agent for the account of the Company or by certified or official bank cashier's check payable or checks to the order of the Company; PROVIDED, HOWEVERor by any combination thereof or by such other form or method of payment acceptable to the Warrant Agent. All payments required to be made hereunder shall be made in lawful money of the United States of America. Upon the exercise of any Warrants in accordance with this Agreement, that the Company shall cause the Warrant Agent, on the Company's behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder shall have and in such name or names as the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise PriceHolder may designate, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by certificate or certificates for the number of shares as to which full Warrant Shares issuable upon the exercise of such Warrants and shall take such other actions or cause the Warrant is then being exercised divided by Agent to take such other actions at the Company's sole expense as are necessary to complete the exercise of the Warrants (ii) the "Average Closing Price" including, without limitation, payment of any cash with respect to fractional interests 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 date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market Systemexercised hereunder. Each Warrant Share, the average of the sales prices therefor on the last twenty (20) trading days before the date of when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive rights. Upon surrender In the event that less than all of the Warrants evidenced by a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016)are exercised, the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") thereof shall be entitled to receive a certificate new Warrant Certificate or certificates for Certificates as specified by such Holder evidencing the shares remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the provisions of Common Stock so purchased for the Warrants so exercisedthis Section 4.2 and of Section 3 hereof. The purchase rights represented Company, whenever requested by each the Warrant Certificate are exercisable at Agent, will supply the option Warrant Agent with Warrant Certificates duly executed on behalf of the Holder thereof, in whole or in part (but not as to fractional shares Company for such purpose. Upon delivery of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part Warrant Shares issuable upon exercise of the shares a Warrant in accordance herewith and of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any required new Warrant CertificateCertificates, the Company shall direct the Warrant Agent by written order to cancel said the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be prominently marked as “CANCELLED” on the front and back of the Warrant Certificate upon the surrender thereof and, unless by the Warrant has expiredAgent and maintained with all records, shall execute notices and deliver a new Warrant Certificate of like tenor for other documents relating to the balance exercise of the securities purchasable thereunderWarrant, or delivered to the Company, in accordance with the Company’s written instructions to the Warrant Agent. With The Warrant Agent shall account promptly to the Company with respect to any such exercise, Warrants exercised and concurrently pay to the Holder shall for Company all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced amounts received by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery Agent upon exercise of such certificate, except that, if Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the date Holders during normal business hours at its office. The Company shall at its sole expense supply the Warrant Agent from time to time with such numbers of such surrender and payment is a date on which copies of this Agreement as the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openWarrant Agent may reasonably request.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights for Warrant Shares represented by each this Warrant Certificate are exercisable at the option of the Holder thereofmay be made, in whole or in part part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (but not as to fractional shares or such other office or agency of the Common Stock underlying Company as it may designate by notice in writing to the Warrantsregistered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Loan Agreement). Warrants may be exercised to purchase all or part Within two (2) Trading Days of the shares date said Notice of Common Stock represented thereby. In Exercise is delivered to the case Company (or within three (3) Trading Days of the purchase date said Notice of less than all Exercise is delivered to the securities purchasable under any Warrant CertificateCompany if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall cancel said have received payment of the aggregate Exercise Price of the Warrant Certificate upon the surrender thereof andShares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the Warrant has expiredcashless exercise procedure specified in Section 2(d) below (if available). No ink-original Notice of Exercise shall be required, nor shall execute any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(b), the legal capacity and deliver a new Warrant Certificate competency of like tenor for all natural persons signing any Notice of Exercise so delivered, the balance authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the securities purchasable thereunderoriginal of such Notice of Exercise. With respect Notwithstanding anything herein to any such exercisethe contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for all purposes cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be deemed entitled to have become the holder of record conclusively assume that its records of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered Shares purchased and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and payment is a date on which the stock transfer books any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Company are closedprovisions of this paragraph, such person shall following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be deemed to have become less than the holder of such shares at the close of business amount stated on the next succeeding date on which the stock transfer books are openface hereof.

Exercise of Warrants. (a) The Warrants initially are exercisable may be exercised in whole or in part, at any time or from time to time, during the Exercise Price (subject Period, by presentation and surrender to adjustment as provided the Company at its address set forth in SECTION 6 hereof8 of this Warrant Certificate (or the delivery of a customary affidavit of loss with indemnity) per share of Common Stockwith the Election To Exercise, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDEDattached hereto as EXHIBIT A duly completed and executed, HOWEVER, that the Holder shall have the right, at his or its election, and (i) payment in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment full of the Exercise Price, a for the number of shares Warrants being exercised by wire transfer in immediately available funds, bank draft or cashier's check, or (ii) without payment of Common Stock any additional consideration through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); in a Cashless Exercise, the "Payment Shares"holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) equal the Price (for the trading day preceding such presentation and surrender), and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Price (for the trading day preceding such presentation and surrender); and the Election to Exercise shall set forth the quotient calculation upon which the Cashless Exercise is based, or (iii) a combination of (i) and (ii) above. If the Exercise Price multiplied by holder of this Warrant Certificate at any time exercises less than all the Warrants, the Company shall issue to such a holder a warrant certificate identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the number of shares as to which the Warrants originally represented by this Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct Certificate less the number of Payment Shares from Warrants previously exercised. Likewise, upon the shares to be delivered presentation and surrender of this Warrant Certificate to the Holder. "Average Closing Price" means, as Company at its address set forth in SECTION 8 and at the request of any date, (x) if shares of Common Stock are listed on a national securities exchangethe holder, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such dateCompany will, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchangewithout expense, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereofholder, issue to the holder in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said substitution for this Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute one or more warrant certificates in identical form and deliver a new Warrant Certificate for an aggregate number of like tenor for the balance of the securities purchasable thereunder. With respect Warrants equal to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock Warrants evidenced by such certificate or certificates from the date on which the this Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openCertificate.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable Subject to the order terms of this Agreement, the Company; PROVIDED, HOWEVER, that the Holder Warrant holder shall have the right, at his any time and from time to time after December 31, 2000 until 5:00 p.m., Pacific Time, on February 22, 2004, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Securities to which the Warrant holder may at the time be entitled to purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the Warrant (or its electiona copy thereof) to the Company, in lieu of delivering together with the Exercise Price in cash, to instruct the Company Form duly completed and executed and payment in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") aggregate amount equal to the quotient of (i) the Exercise Price multiplied by the number of shares as of Common Stock being purchased. At the option of Holder, payment of the Exercise Price may be made either by (i) personal or business check payable to which the Warrant is then being exercised divided by order of the Company, (ii) surrender of certificates then held representing, or deduction from the "Average Closing Price" as number of shares issuable upon exercise of the Warrant, of that number of shares which has an aggregate Fair Value determined in accordance with this Agreement on the date of exercise equal to the aggregate Exercise Price for all shares to be purchased pursuant to the Warrant, (iii) by a promissory note bearing interest at six percent (6%) per annum and payable in five equal annual installments commencing on the first anniversary of the exercise of the Warrant, or (iv) by any combination of the foregoing methods. Within five business days of the Company's receipt of the Warrant (or a copy thereof), the completed and signed Exercise Form and the requisite payment (if any), the Company shall issue and deliver (or cause to deduct be delivered) to the exercising Holder stock certificates aggregating the number of Payment Shares from shares of Warrant Securities purchased. In the shares event the Company fails to deliver or cause to be delivered to the Holder. "Average Closing Price" means, as of any date, Holder such certificates (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) without legend or restriction if such shares Warrant Securities are listed on then, or are required to be, registered pursuant to the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10Warrant Agreement) trading days before the date of exercise of the Warrants or (z) if within such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificatefive business day period, the Company shall cancel said Warrant Certificate upon pay to the surrender thereof andHolder an amount equal to the greater of (i) $500 per calendar day, unless (ii) the Warrant has expiredproduct of (x) the last sale price on the date the certificates are properly issued and delivered to the Holder, shall execute and deliver a new Warrant Certificate of like tenor for less the balance last sale price on the date of the securities purchasable thereunder. With respect to any such exerciseExercise Form, the Holder shall for all purposes be deemed to have become the holder of record of multiplied by (y) the number of shares of Common Stock evidenced by such certificate Warrant Securities purchased as set forth in the Exercise Form, or certificates from (iii) the quotient of (x) the last reported sale price on the day prior to the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective Form, multiplied by the number of shares of Warrant Securities issuable to such Holder upon such exercise, divided by (y) 200 (the "Delay Damages"), for each day after the fifth business day following the delivery of the date Warrant and such Exercise Form to the Company through and including the day such certificates (without legend or restriction if such Warrant Securities are then, or are required bo be, registered pursuant to the terms of delivery the Warrant Agreement) are delivered to the Holder at the address set forth in such Exercise Form. In the event the Company restricts or delays the transfer or clearance of such certificate, except that, if certificates by the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.Holder (whether by stop

Exercise of Warrants. The (a) During the period specified in Section 2.2, any whole number of Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable may be exercised by certified or official bank cashier's check payable delivering to the order of Warrant Agent the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form form of Election election to Purchase duly executed, together with payment purchase Warrant Shares set forth on the reverse side of the Exercise Warrant Certificate properly completed and duly executed and by either (i) paying in full, by certified check or by bank wire transfer, in each case in immediately available funds, the Warrant Price for each Warrant exercised (the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016"Aggregate Warrant Price"), to the Holder Warrant Agent at ----------------------- its corporate office or any subsequent registered (ii) delivering written notice to the Warrant Agent that the holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder Warrant is exercising the Warrant (or a portion thereof, in whole or in part (but not as ) by authorizing the Company to fractional shares withhold from issuance a number of Warrant Shares issuable upon such exercise of the Warrant which when multiplied by the Market Price of the Common Stock underlying is equal to the WarrantsAggregate Warrant Price (and such withheld shares shall no longer be issuable under the Warrant (a "Cashless -------- Exercise"). Warrants may The formula for determining the number of Warrant Shares to be exercised to purchase all or part -------- issued in a Cashless Exercise is set forth on Exhibit B attached hereto. The --------- date on which the Warrant Certificate and payment in full of the shares of Common Stock represented thereby. In Warrant Price or the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless notice described in clause (ii) above is received by the Warrant has expired, Agent shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from be the date on which the Warrant was surrendered and is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Warrant Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books in an account of the Company are closed, such person maintained with it and shall be deemed to have become advise the holder of such shares Company by telephone at the close end of business on the next succeeding date each day on which a payment and/or wire transfer for the stock transfer books are openexercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. The (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on [Unless Warrants initially may be exercised on only one date: any -------------------------------------------------- Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may --------------- be exercised on only one date: the Expiration Date] to the Warrant Agent at its ------------------------------ corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, [If Warrants are exercisable to be issued in Book-Entry form: and, in the ------------------------------------------------ case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the "Book-Entry Warrants") free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time,] (ii) an election to purchase the Warrant Securities ("Election to Purchase"), [For definitive -------------- Warrant Certificates: properly completed and executed by the Holder on the --------------------- reverse of the Warrant Certificate] [If Warrants are to be issued in Book-Entry ------------------------------------------ form: or, in the case of a Book-Entry Warrant Certificate, properly executed by ----- the Participant and substantially in the form included on the reverse of each Warrant Certificate,] and (iii) the Exercise Price (subject for each Warrant to adjustment as provided be exercised in SECTION 6 hereof) per share lawful money of Common Stock, payable the United States of America by certified or official bank cashier's check payable or by bank wire transfer in immediately available funds. If any of (a) the Warrant Certificate [If Warrants are to be issued in Book-Entry ------------------------------------------ form: or the Book-Entry Warrants,] (b) the Election to Purchase, or (c) the ----- Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: the specified -------------------------------------------------- Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after] the Expiration Date, the exercise thereof will be null and void and any funds delivered to the order Warrant Agent will be returned to the Holder [If Warrants are to be issued in Book-Entry ------------------------------------------ form: or Participant, as the case may be,] as soon as practicable. In no event ----- will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the Company; PROVIDED, HOWEVER, that the Holder invalidity of any exercise of Warrants. The Warrant Agent shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, deposit all funds received by it in payment of the Exercise Price, a number Price in the account of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which Company maintained with the Warrant is then being exercised divided Agent for such purpose and shall advise the Company by (ii) telephone at the "Average Closing Price" as end of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange each day on which such shares are traded on funds for the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average received of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election amount so deposited to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercisedits account. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as Agent shall promptly confirm such telephonic advice to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openin writing.

Exercise of Warrants. The Warrants initially are exercisable a. Upon surrender of this Warrant with the Form of Election to Purchase attached hereto duly completed and signed to the Company, at its address set forth in Section 11 hereof, and upon payment and delivery of the Exercise Price (subject per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to adjustment as provided purchase hereunder, in SECTION 6 hereof) per share lawful money of Common Stockthe United States of America, payable in cash, by certified or official bank cashier's check payable to the order Company, or with a reduction in the aggregate principal amount of notes of the Company or any of the Company; PROVIDED, HOWEVER, that ’s subsidiaries made in favor of the Warrant Holder shall have (as specified by the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company Warrant Holder in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016Purchase), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate promptly issue and deliver to or, upon the surrender thereof and, unless written order of the Warrant has expiredHolder, shall execute and deliver in such name or names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a new Warrant Certificate of like tenor certificate for the balance of the securities purchasable thereunder. With respect to any Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall for all purposes be deemed to have become the holder of record of such Warrant Shares as of the number Date of Exercise of this Warrant. In the event that the Warrant Holder chooses to exercise this Warrant by reducing the aggregate principal amount of notes made by the Company or any of its subsidiaries in favor of the Warrant Holder, the Warrant Holder shall deliver the original note to the Company (provided that the Warrant Holder has complied with all applicable terms of any escrow agreement pursuant to which the notes are being held). In addition to issuing the Warrant Shares as described above, the Company shall, or shall cause its subsidiary to, issue a new note to the Warrant Holder with an aggregate principal amount equal to the aggregate principal amount of the original note less the exercise price of the Warrant attributable to such note. In the event that the Date of Exercise (as defined below) is prior to the date that the Company has increased it authorized shares of Common Stock evidenced by to accommodate the exercise of the Warrants, the Warrant Holder agrees that the Warrant Holder will not be entitled to receive the Warrant Shares issuable to him upon such certificate or certificates from exercise until such time as the Company has increased its number of authorized shares of Common Stock to accommodate the exercise of the Warrants, provided that, as promptly as practicable after the date on which the Company has increased its authorized shares of Common Stock to accommodate the issuance of the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificateShares, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, shall issue such person shall be deemed number of Warrant Shares as the Warrant Holder would have been entitled to have become the holder of such shares at the close of business receive on the next succeeding date on which the stock transfer books are openDate of Exercise.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (and the number of Shares issuable upon exercise of Warrants are subject to adjustment as provided in SECTION 6 hereof) per share upon the occurrence of Common Stock, payable by certified or official bank cashier's check payable certain events,pursuant to the order provisions of Section 8 of this Agreement. Subject to the Company; PROVIDEDprovisions of this Agreement, HOWEVERand in addition to the right to surrender warrants without any cash payment as set forth in subsection (c) below, that the each Holder shall have the right, at his which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares specified in such Warrants, upon surrender to the Company, or its electionduly authorized agent, in lieu of delivering the Exercise Price in cashsuch Warrants, to instruct the Company in with the form of subscription election to retainpurchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise Company shall issue and to deduct the number of Payment Shares from the shares cause to be delivered with all reasonable dispatch, but in no event later than three trading days following such surrender and payment, to or upon the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average written order of the closing sales prices therefor on the largest securities exchange on which Holder of such shares are traded on the last ten (10) trading days before Warrants and in such datename or names as such Holder may designate, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares number of Common Stock full Shares so purchased for upon the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option exercise of the Holder thereofsuch Warrants, together with cash, as provided in Section 9 of this Agreement, in whole respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or in part (but not as certificates shall be deemed to fractional shares of the Common Stock underlying the Warrants). Warrants may have been issued and any person so designated to be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company named therein shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the a holder of record of the number such Shares as of shares of Common Stock evidenced by such certificate or certificates from the date on which of the Warrant was surrendered surrender of Warrants and payment of the Exercise Price was made irrespective as aforesaid; provided, however, that if, at the date of surrender of such Warrants, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which such books shall next be opened (whether before, on or after the stock Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Company are closed, such person Warrants shall be deemed to have become the holder of such shares exercisable, at the close election of business on the next succeeding date on which Holder(s) thereof, either in full or from time to time in part in increments of 100 Shares and, in the stock transfer books are openevent that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.

Exercise of Warrants. The purchase price per Share to be paid by Holder for Shares subject to the Warrants initially are exercisable at the Exercise Price (shall be $10.00, subject to adjustment as provided set forth in SECTION 6 hereof) per share Section 11 of Common Stock, payable this Agreement (the “Exercise Price”). Holder may exercise the Warrants evidenced by certified a Warrant Certificate in whole or official bank cashier's check payable in part at any time from the Issue Date until the Expiration Time by delivering to the order Secretary of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by Warrant Certificate; (ii) a written notice to the Company specifying the number of shares as Shares with respect to which Warrants are being exercised; and (iii) a check for the Warrant is then being exercised divided by (ii) the "Average Closing Price" as full amount of the date aggregate Exercise Price of exercise and the Shares being acquired. Notwithstanding the foregoing, the Company shall not be obligated to deduct the number of Payment deliver any Shares from the shares to be delivered pursuant to the Holder. "Average Closing Price" means, as exercise of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or and shall have no obligation to settle such Warrants exercise unless a registration statement under the Securities Act of 1933, as amended (zthe “Act”) if such shares are with respect to the Shares is effective, subject to the Company’s satisfying its obligations under Section 14 to use its best efforts. In the event that a registration statement with respect to the Shares underlying the Warrants is not listed on either a national securities exchange or effective under the NASDAQ National Market SystemAct, the average of Holder shall not be entitled to exercise the sales prices therefor on Warrants and the last twenty (20) trading days before Warrants may have no value and expire worthless. In no event will the date of Company be required to net cash settle the exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may not be exercised to purchase all by, or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under issued to, any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to Holder in any state in which such exercise, the Holder shall for all purposes exercise would be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openunlawful.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied warrants may be exercised by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to a fractional shares share of Common Stock), by surrender of this Warrant Certificate at the principle office of the Company at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX X0X 0X0 (or such other office or agency of the Company as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), with the appropriate form attached duly exercised, at any time within the period beginning one day after the Holder's subscription for Units (each Unit consisting of one share of no par value Common Stock underlying of the Warrants)Company at $0.65 per share) was accepted by the Company, and expiring on that date which is exactly eighteen months and one day after the Holder's subscription for Units was accepted by the Company (the "Exercise Period") and by payment to the Company by certified check or bank draft of the purchase price for such shares. Warrants may be exercised to purchase all or part of The Company agrees that the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company so purchased shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute be and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect are deemed to any such exercise, be issued to the Holder shall for all purposes be deemed to have become as the holder record owner of record of the number of such shares of Common Stock evidenced by such certificate or certificates from as of the close of business on the date on which the Warrant was Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the Exercise Price was made irrespective shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2E, shall be delivered to the date of delivery of such certificateHolder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, except thatand, unless the Warrants have expired, a new Warrant Certificate, if any, that shall not have been exercised shall also be delivered to the date of Holder within such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are opentime.

Exercise of Warrants. The Warrants initially are exercisable Upon presentation and surrender of this Common Stock Purchase Warrant Certificate ("Warrant Certificate" or "this Certificate"), with the attached Purchase Form duly executed, at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order principal office of the Company; PROVIDEDCompany at 0000 Xxxx 00xx Xxxxxx, HOWEVERXxxxxxx, that the Holder shall have the rightXxxxxxx 00000, at his together with a bank check, certified check or its election, in lieu other form of delivering the Exercise Price in cash, payment acceptable to instruct the Company in the form amount of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares Warrant Shares being purchased, the Company, or the Company's Transfer Agent as the case may be, shall deliver to the holder hereof, certificates of Common Stock which in the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct aggregate represent the number of Payment Warrant Shares from being purchased. This Warrant Certificate may be exercised as to 25% of the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if underlying shares of Common Stock are listed on a national securities exchange, or after the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before tenth day following the date of exercise of that a Registration Statement covering the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares resale of the Common Stock underlying this Warrant Certificate shall have been declared effective by the WarrantsSecurities and Exchange Commission (the "First Conversion Date"), with an additional 25% of this Warrant Certificate becoming exercisable 30, 60 and 90 days following the First Conversion Date, respectively. To the extent that this Warrant Certificate shall not have been exercised to the full extent permitted by the terms hereof as of the respective dates provided above, the amount of Warrant Shares with respect to which this Warrant Certificate shall be exercisable shall be cumulative. All or less than all of the Warrants represented by this Certificate, as provided above, may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the and, in case of the purchase exercise of less than all the securities purchasable under any Warrant Certificateall, the Company shall cancel said Warrant Certificate Company, upon surrender hereof, will deliver to the surrender thereof and, unless the Warrant has expired, shall execute and deliver holder a new Warrant Certificate or Certificates of like tenor for and dated the balance of the securities purchasable thereunder. With respect date hereof entitling said holder to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of purchase the number of shares of Common Stock evidenced Warrant Shares represented by this Certificate which have not been exercised and to receive Registration Rights with respect to such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openShares.

Exercise of Warrants. The (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to the Corporation (i) the Warrant Certificate evidencing the Warrants initially are exercisable at to be exercised, (ii) an election to purchase the Class A Common Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the Holder on the reverse of the Warrant Certificate, and (iii) the Exercise Price (subject for each Warrant to adjustment as provided be exercised in SECTION 6 hereof) per share lawful money of Common Stock, payable the United States of America by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, by bank wire transfer in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient immediately available funds. If any of (iA) the Warrant Certificate, (B) the Election to Purchase, or (C) the Exercise Price multiplied therefor (unless the Holder has requested net cash settlement of such Warrants pursuant to Section 2.03(c) of this Agreement), is received by the number of shares as to which Corporation after 5:00 P.M., New York time, on the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchangespecified Exercise Date, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes will be deemed to have become be received and exercised on the holder of record of Business Day next succeeding the number of shares of Common Stock evidenced by such certificate or certificates from Exercise Date. If the date on which the Warrant was surrendered and payment of specified as the Exercise Price was made irrespective of Date is not a Business Day, the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall Warrants will be deemed to have become the holder of such shares at the close of business be received and exercised on the next succeeding date day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Corporation will be returned to the Holder as soon as practicable. In no event will interest accrue on which funds deposited with the stock transfer books are openCorporation in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Corporation in its sole discretion and such determination will be final and binding upon the Holder and the Corporation. The Corporation shall inform a Holder promptly of the invalidity of any exercise of Warrants.

Exercise of Warrants. The Warrants initially are exercisable Subject to Paragraph 3 and the other provisions of this Warrant, the rights represented by this Warrant may be exercised by (i) surrender of this Warrant (with the purchase form at the Exercise Price end hereof properly executed) at the principal executive office of the Company (subject or such other office or agency of the Company as the Company may designate by notice in writing to adjustment as provided in SECTION 6 hereof) per share Holder at the address of Common Stock, payable by certified or official bank cashier's check payable to Holder appearing on the order books of the Company); PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, (ii) payment to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Purchase Price multiplied by for the number of shares as to which specified in the Warrant is then being exercised divided by above-mentioned purchase form together with applicable stock transfer taxes, if any; and (iiiii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered delivery to the Holder. "Average Closing Price" means, as Company of any date, a statement by Holder (xin a form acceptable to the Company and its counsel) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which that such shares are traded on being acquired by Holder for investment and not with a view to their distribution or resale except a sale pursuant to the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the WarrantsRegistration Statement. Upon surrender of a This Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at been exercised immediately prior to the close of business on the next succeeding date on which the stock transfer books Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 4, and the person or persons in whose name or names the certificates for Warrant Shares shall be issuable upon such exercise shall become the holder or holders of record of such Warrant Shares at that time and date. The certificates for the Warrant Shares so purchased shall be delivered to Holder within a reasonable time, not exceeding three (3) business days, after the rights represented by this Warrant shall have been so exercised. If the Warrant is exercised prior to the effective date of a registration statement to be filed by the Company under the terms of the Registration Rights Agreement entered into between the Holder and the Company in connection with the Offering (the "Registration Rights Agreement"), the Warrant Shares shall bear a legend substantially similar to the following restrictive legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. If fewer than all of the Warrants represented by this Warrant are openexercised, this Warrant shall be surrendered and, subject to the provisions as provided herein, a new Warrant of the same tenor and for the number of Warrants that were not exercised shall be signed by the Company and delivered by the Company to the person or persons entitled to receive the same.

Exercise of Warrants. The Subject to the provisions of this Agreement, each registered holder of Warrants initially are exercisable shall have the right to purchase from the Company, and the Company shall issue and sell to such registered holder, the number of fully paid and non-assessable shares of Common Stock of the Company specified in the Warrants, upon surrender to the Company at the Exercise Price (subject office of the Warrant Agent of such Warrants, with the form of election to adjustment purchase the Warrants filled out and signed, and upon payment to the Company of the Warrant Price, as provided specified herein. Any Warrant may be exercised in SECTION 6 hereof) per share whole or in part. In the event of Common Stockexercise in part, payable the Warrant Agent shall issue and deliver to the Warrant Holder another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of Warrants shall be in cash or by certified or official bank cashier's check payable to the order of the Company; PROVIDED. The Warrants may be exercised for a period of one year from the date of issuance. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of any Warrant. Subject to Section 5, HOWEVERhereof, that the Holder shall have the right, at his or its election, in lieu upon surrender of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in Warrants and payment of the Exercise Warrant Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise Company shall issue and to deduct the number of Payment Shares from the shares cause to be delivered to with all reasonable dispatch to, or upon the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average written order of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder of Warrants exercised, and in such name or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein names as the "Holder" or "Holders") holder shall be entitled to receive designate, a certificate or certificates for representing the shares so purchased, together with cash, as provided in Section 11, hereof, in respect of any fraction of a share of Common Stock so purchased for the Warrants so exercisedotherwise issuable upon surrender. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole Such certificate or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company certificates shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered been issued, and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become the a holder of record of such shares as of the date of surrender of the Warrants, and the payment of the Warrant Price; provided, however, that if, at the close date of business surrender of such Warrants and the payment of such Warrant Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date of which such books shall be opened, whether before, on or after 5:00 P.M., Utah time, on the next succeeding date respective dates of expiration of the Warrants, and until such date, the Company shall have no obligation or duty to deliver any certificate for such shares; provided, further, however, that the transfer books, unless otherwise required by law or applicable rule of any national securities exchange, or bylaw of the Company, shall not be closed at any one time for a period in excess of 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on which behalf of the Company for such purpose. The Company shall pay all taxes and other governmental charges (other than income tax) that may be imposed in respect of the issue or delivery of the shares issued upon the exercise of any Warrants. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of the any certificate for shares in any name other than that of the Warrant Holder surrendered in connection with the purchase of such shares, and in such case neither the Company nor the Warrant Agent shall be required to issue or deliver any stock transfer books are opencertificate until such tax or other charge has been paid or it has been established to the Company's satisfaction that no tax or charge is due.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (and the Shares issuable upon exercise of Warrants are subject to adjustment as provided in SECTION 6 hereof) per share upon the occurrence of Common Stockcertain events, payable by certified or official bank cashier's check payable pursuant to the order provisions of Section 8 of this Agreement. Subject to the Company; PROVIDEDprovisions of this Agreement, HOWEVERand in addition to the right to surrender warrants without any cash payment as set forth in subsection (c) below, that the each Holder shall have the right, at his which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares specified in such Warrants, upon surrender to the Company, or its electionduly authorized agent, in lieu of delivering the Exercise Price in cashsuch Warrants, to instruct the Company in with the form of subscription election to retainpurchase attached thereto duly completed and signed, with signatures guaranteed by an eligible guarantor institution participating in an approved signature guarantee medallion program and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise Company shall issue and to deduct the number of Payment Shares from the shares cause to be delivered with all reasonable dispatch, but in no event later than three trading days following such surrender, to or upon the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average written order of the closing sales prices therefor on the largest securities exchange on which Holder of such shares are traded on the last ten (10) trading days before Warrants and in such datename or names as such Holder may designate, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares number of Common Stock full Shares so purchased for upon the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option exercise of the Holder thereofsuch Warrants, together with cash, as provided in Section 9 of this Agreement, in whole respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or in part (but not as certificates shall be deemed to fractional shares of the Common Stock underlying the Warrants). Warrants may have been issued and any person so designated to be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company named therein shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the a holder of record of the number such Shares as of shares of Common Stock evidenced by such certificate or certificates from the date on which of the Warrant was surrendered surrender of Warrants and payment of the Exercise Price was made irrespective as aforesaid; provided, however, that if, at the date of surrender of such Warrants, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which such books shall next be opened (whether before, on or after the stock transfer books of Warrant Expiration Date) and until such date the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.Company

Exercise of Warrants. (a) On or before the JEDI/Purchaser Option Termination Date, the Warrants may be exercised only pursuant to this Section 3.2(a). The Warrants initially are exercisable at may be exercised, without the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stocksurrender thereof, payable by certified or official bank cashier's check payable upon the delivery to the order Secretary of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i1) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form duly completed form of Election to Purchase duly executedattached hereto with respect to a number of Warrant Shares specified therein, together signed by Optionee (as defined in the JEDI/Anschutz Option) pursuant to an irrevocable power of attorney granted by the Holder in the JEDI/Anschutz Option, and (2) a certificate of the President or chief financial officer of Optionee to the effect that (A) Optionee has exercised the JEDI/Anschutz Option with respect to a number of Tranche B Warrant Shares (as defined in the JEDI/Anschutz Option) in the aggregate equal to the number of Warrant Shares specified in the Election to Purchase, (B) Optionee has delivered to the Holder the Anschutz Notice (as defined in the JEDI Loan Agreement) and (C) Optionee has paid to the Holder the aggregate Option Price (as defined in the JEDI/Anschutz Option) for such number of Tranche B Warrant Shares. The payment of such aggregate Option Price for such number of Tranche B Warrant Shares shall constitute payment in full of the Warrant Price for such number of Warrant Shares. Subject to Section 8, upon delivery of the Election to Purchase and the related certificate referred to in clause (2) above and payment of the Exercise Warrant Price for as aforesaid, and without regard to the shares surrender of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificatein connection therewith, the Company shall cancel said issue and cause to be delivered with all reasonable dispatch to or at the order of Optionee and in the name of Optionee or at its order, a certificate for the number of full Warrant Certificate Shares so purchased upon the surrender thereof andexercise of such Warrants, unless the Warrant has expiredtogether with cash, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With as provided in Section 8, in respect to any fractional Warrant Share otherwise issuable upon such exercise, the Holder surrender. Such certificate shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by been issued to such certificate or certificates from the date on which the Warrant was surrendered transferee and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person transferee shall be deemed to have become the a holder of record of such shares Warrant Shares as of the date of the payment of the Warrant Price; provided, however, that if, at the close date of business on payment of such Warrant Price, the next succeeding transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of such Warrant shall be closed, the certificates for the Warrant Shares in respect of which such Warrant is then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the stock Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books are openbooks, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. On or before the JEDI/Purchaser Option Termination Date, the rights of purchase represented by the Warrant shall be exercisable, at the election of Purchaser, either in full or from time to time in part. After each such issuance of Warrant Shares pursuant to this Section 3.2(a), the Company shall notify the Holder that the number of Warrants evidenced hereby has been reduced by the number of Warrants so exercised and the Holder shall deliver this Warrant to the Company in care of the Secretary of the Company. The Company shall issue and cause to be delivered with all reasonable dispatch to the Holder a new Warrant evidencing the remaining Warrants that were evidenced by the Warrant.

Exercise of Warrants. (a) The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each this Warrant Certificate are exercisable at may be exercised by the option of the Holder thereofHolder, in whole or in part part, by the Holder delivering to the Company, at its office maintained for such purpose pursuant to Section 11.01, (but not as to fractional shares i) a written notice of the Common Stock underlying Holder's election to exercise this Warrant (or any portion thereof), which notice shall specify the Warrantsnumber of Warrant Shares to be purchased pursuant to such exercise, (ii) a certified or bank check or checks payable to the Company in an aggregate amount equal to the aggregate Exercise Price for the number of Warrant Shares specified in clause (i) above, and (iii) this Warrant Certificate. (b) Notwithstanding Section 2.03(a). Warrants , at the election of the Holder, which election shall be set forth in a written notice to the Company together with this Warrant Certificate, this Warrant may be exercised (in whole or in part) by means of a cashless exercise procedure whereby the number of Warrant Shares issued to purchase all or part the Holder upon such cashless exercise shall be equal to the quotient obtained by dividing (A) the product of (x) the shares Market Value per share of Common Stock represented thereby. In the case as of the purchase trading day immediately preceding the date such notice is given to the Company (the "Exercise Date") less the Exercise Price on such Exercise Date, multiplied by (y) the number of less than all Warrant Shares as to which the securities purchasable under Holder elects to be issued pursuant to this Section 2.03(b) (which election shall reduce the number of Warrant Shares available for any subsequent exercise), divided by (B) the Market Value per share of Common Stock as of the trading day immediately preceding such Exercise Date. The number of Warrant Shares issued pursuant to this Section 2.03(b) shall be excluded from the calculation of the amount paid pursuant to Section 2.03(a)(ii) above. (c) Each notice of exercise shall be in substantially the form of exercise attached to this Warrant Certificate. Upon receipt thereof, the Company shall cancel said shall, as promptly as practicable and in any event within 10 Business Days thereafter, cause to be executed and delivered to such Holder a stock certificate or certificates representing the aggregate number of duly and validly issued, fully paid and nonassessable Warrant Certificate Shares issuable upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder free and clear of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openany Liens. Section 2.04.

Exercise of Warrants. The Warrants initially are exercisable This Warrant may be exercised in whole or in part by the Holder during the Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit B duly executed, at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order office of the Company; PROVIDEDCompany located at 00000 Xxxxxxxxxx Xxxxxxxxx, HOWEVERXxxxxxxxxx, that the Holder shall have the rightXxxxxxx 00000, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in accompanied by full payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which Shares of the Warrant is then Company being exercised divided by purchased (ii) the "Average Closing Purchase Price" as of "), whereupon the date of exercise and to deduct Company shall cause the appropriate number of Payment Shares from the shares to be delivered issued and shall deliver to the Holder. "Average Closing Price" means, as within 15 days of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average surrender of the closing sales prices therefor on Warrant, a certificate representing the largest securities exchange on which such shares are traded on Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average remainder of the closing sales prices therefor on Shares will be issued to the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market SystemHolder, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located expense, as soon as reasonably practicable, at 5995 Xxxxx Xxxxxxxxxx Xxxxxxthe same Exercise Price, Xxxxxxfor the same Exercise Period, Xxxxxxxx 00016), and otherwise on the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein same terms and conditions as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so Warrant partially exercised. The purchase rights represented Purchase Price shall be payable by each Warrant Certificate are exercisable at delivery of a certified or bank cashier's check payable to the option Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Holder thereofPurchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in whole or the manner set forth in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes be deemed to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the number close of shares of Common Stock evidenced by such certificate or certificates from business on the date on as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Warrant was surrendered Company and payment of the Exercise Purchase Price was made irrespective made, regardless of the date of delivery of such certificateany certificate representing the Shares so purchased, except that, that if the date Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such surrender and payment is a date on which date, the stock transfer books of the Company are closed, such person Holder shall be deemed to have become the record holder of such shares at the close of business Shares on the next succeeding date on as of which the stock transfer books are openCompany ceased to be so prohibited.

Exercise of Warrants. The Upon the exercise of any Warrants initially are exercisable at after the Exercise Price Effective Date, the Company will pay the Representative and the Co-Manager, as principal and not in its representative capacity, a fee of four percent (subject to adjustment as provided in SECTION 6 hereof4%) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that difference between the Holder shall have initial offering price and the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment aggregate exercise price of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of Warrants if: (i) the Exercise Price multiplied by market price of the number Company's Stock is greater than the exercise price of shares as to which the Warrant is then being exercised divided by Warrants on the date of exercise; (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or was solicited by a member of the NASD; (ziii) if such shares the Warrants are not listed on either held in a national securities exchange discretionary account; (iv) the disclosure of compensation arrangements has been made in documents provided to customers, both as part of the original offering and at the time of the exercise; (v) the solicitation of the exercise of the Warrants was not in violation of Regulation M promulgated under the Exchange Act; and (vi) the solicitation of the exercise of the Warrants is in compliance with NASD Notice to Members 81-38. The warrant solicitation fee is to be received only by brokers designated in writing by the Company. The Company agrees not to solicit the exercise of any Warrants through brokers or dealers other than through the Representative and the Co-Managers provided that the Company shall not be required to pay the Representative or the NASDAQ National Market System, Co-Managers any solicitation fee as to any Warrants solicited solely by the average Company without any action on the part of the sales prices therefor on Representative and the last twenty (20) trading days before Co-Managers and provided the date of Company is permitted by applicable laws to so solicit the exercise of the Warrants. Upon surrender of a Warrant Certificate with The Company will not authorize any other dealer to engage in such solicitation without the annexed Form of Election to Purchase duly executed, together with payment prior written consent of the Exercise Price Representative and the Co-Managers. The exercise of the Warrants other than through the Representative and the Co-Managers will be presumed to be unsolicited unless the customer has indicated in writing that the transaction was not unsolicited and has designated the broker/dealer which is to receive compensation for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercisedexercise. The purchase rights represented by each Warrant Certificate are exercisable at warrant solicitation fee to be paid upon the option exercise of the Holder thereof, in whole or in part warrants will not be paid before (but not as to fractional shares 12) twelve months after the effective date of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openoffering.

Exercise of Warrants. The Warrants initially are exercisable registered holder of each Warrant shall have the right, which may be exercised as in such Warrant expressed, to purchase from the Company (and the Company shall issue and sell to such registered holder) the number of [Shares][Warrant Securities] specified in such Warrants, upon surrender to the Company, at the Exercise Price (subject office in _________________________ of the Warrant Agent of such Warrant, with the form of election to adjustment as provided purchase on the reverse thereof duly filled in SECTION 6 hereof) per share and signed, and upon payment to the Warrant Agent for the account of Common Stockthe Company of the warrant exercise price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of [Shares][Warrant Securities] in respect of which such Warrant is then exercised. Payment of such warrant exercise price may be made in cash, or by certified check or bank draft or bank wire transfer, or postal or express money order, payable by certified in United States dollars [or official bank cashier's check payable applicable currency], to the order of the Company; PROVIDEDWarrant Agent. No adjustment shall be made for any dividends on any [Shares][Warrant Securities] issuable upon exercise of any Warrant. Subject to Section 6, HOWEVERupon such surrender of Warrants, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in and payment of the Exercise Pricewarrant exercise price as aforesaid, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise Company shall issue and to deduct the number of Payment Shares from the shares cause to be delivered with all reasonable dispatch to or upon the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average written order of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder of such Warrants, and in such name or holders of a Warrant Certificate (any names as such subsequent registered holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive may designate, a certificate or certificates for the shares number of Common Stock full [Shares][Warrant Securities] so purchased for upon the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option exercise of the Holder thereofsuch Warrants, together with cash, as provided in Section 9 of this Agreement, in whole respect of any fraction of a [Share][Warrant Securities] otherwise issuable upon such surrender. Such certificate or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company certificates shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered been issued and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become a holder of record of such [Shares][Warrant Securities] as of the date of the surrender of such Warrants and payment of the warrant exercise price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such warrant exercise price, the transfer books for the [Shares][Warrant Securities] purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such warrant exercise price shall be effective to constitute the person so designated to be named therein as the holder of record of such shares [Shares][Warrant Securities] on such date, but shall be effective to constitute such person as the holder of record of such [Shares][Warrant Securities] for all purposes at the close opening of business on the next succeeding day on which the transfer books for the [Shares][Warrant Securities] purchasable upon the exercise of such Warrants shall be opened, and the certificates for the [Shares][Warrant Securities] in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the stock transfer books are openCompany shall be under no duty to deliver any certificate for such [Shares][Warrant Securities]. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the [Shares][Warrant Securities] specified therein and, in the event that any Warrant is exercised in respect of less than all of the [Shares][Warrant Securities] specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of [Shares][Warrant Securities] specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. The Warrants initially are exercisable Subject to the terms hereof, this Warrant may be exercised or exchanged in whole or in part, at any time or from time to time, on any business day commencing at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share opening of Common Stockbusiness on January 1, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED2006 and until 5:00 p.m., HOWEVERNew York City time on January __, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock 2009 (the "Payment SharesEXPIRATION DATE") equal ). This Warrant represents the right to receive from the quotient of (i) the Exercise Price multiplied by Company the number of shares as to fully paid and nonassessable Warrant Shares which the Holder may at any time be entitled to receive upon exercise or exchange of this Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares Warrant Shares. This Warrant if not exercised or exchanged prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights hereunder shall cease as of Common Stock such time. This Warrant may be exercised or exchanged upon surrender to the Company at its office designated for such purpose (the Company's principal offices address of which is set forth in Section 9 hereof) of this Warrant with the form of election to purchase attached hereto as Exhibit A duly filled in and signed and upon payment to the Company of the Exercise Price which is set forth in Section 2 (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), as adjusted as herein provided) for the Holder number of Warrant Shares in respect of which this Warrant is then exercised or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") exchanged. The Exercise Price shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable payable, at the option of the Holder thereofHolder, in whole either (i) by wire transfer of immediately available funds to an account designated by the Company or in part (but not as by certified or official bank check to fractional shares the order of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all Company (by "EXERCISE") or part (ii) by acceptance of the a reduced number of shares of Common Stock represented therebyin accordance with the further provisions of this paragraph (by "EXCHANGE"). In If Holder elects to acquire shares of Common Stock pursuant to the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercisecashless exchange procedure set forth in this clause (ii), the Holder shall for all purposes be deemed to have become receive from the holder Company upon exchange of record of this Warrant the number of shares of Common Stock evidenced determined by multiplying (A) the number of shares of Common Stock with respect to which this Warrant is being exchanged at such time by (B) a fraction, (1) the numerator of which shall be the difference between (x) the Current Market Price per share of Common Stock at such time and (y) the Exercise Price per share of Common Stock, and (2) the denominator of which shall be the Current Market Price per share of Common Stock at such time. The Company shall issue a new Warrant for the portion, if any, of this Warrant not being exercised or exchanged, as provided in the next paragraph. If this Warrant shall have been exercised or exchanged only in part, the Company shall, at the time of delivery of the certificate or certificates from or other evidence of ownership of Common Stock, execute and deliver to the date Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on which this Warrant and the same returned to the Holder. Subject to the provisions of Section 4 hereof, upon surrender of this Warrant was surrendered and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within five business days after such receipt) 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 full Warrant Shares issuable upon the exercise or exchange of this Warrant together with cash as provided in Section 6 or Section 7; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (i) of Section 6 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon surrender of this Warrant and payment of the Exercise Price was made irrespective as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the date exercise or exchange of delivery of such certificate, except thatthis Warrant in the manner described in this sentence together with cash, if the date of such surrender any, as provided in Section 6. Such certificate or certificates shall be deemed to have been issued and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become the a holder of record of such shares Warrant Shares as of the date of the surrender of this Warrant and payment of the Exercise Price. Prior to the exercise or exchange of this Warrant, except as may be specifically provided for herein, (i) the Holder, by reason of the ownership or possession of this Warrant, shall not be entitled to any of the rights of a holder of Common Stock of the Company, including, without limitation, the right to vote at or to receive any notice of any meetings of stockholders; (ii) the close consent of business on the next succeeding date on Holder, by reason of the ownership or possession of this Warrant, shall not be required with respect to any action or proceeding of the Company; (iii) the Holder, by reason of the ownership or possession of this Warrant, shall not have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the stockholders of the Company prior to, or for which the stock transfer books are openrelevant record date preceded, the date of the exercise or exchange of this Warrant; and (iv) the Holder shall not have any right relating to its ownership or possession of this Warrant not expressly conferred by this Warrant.

Exercise of Warrants. The During the Exercise Period, each Holder may, subject to this Agreement, exercise from time to time some or all of the Warrants initially are exercisable evidenced by its Warrant Certificate(s) by (i) surrendering to the Company at the Exercise Price principal office of the Warrant Agent such Warrant Certificate(s) with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered security exchange or the NASD, Inc. (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stockthe “NASD”), payable by certified or official bank cashier's check payable or, to the order extent held in “street” name, Holder shall comply with applicable law, and (ii) paying to the Warrant Agent, in cash by wire transfer of immediately available funds to the Warrant Agent for the account of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the aggregate Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by for the number of shares as Warrant Shares in respect of which such Warrants are exercised; provided, however, that with respect to which any and all Warrants exercised on or after February 27, 2006, any Holder so exercising may elect not to pay to the Warrant is then being exercised divided by (ii) Agent for the "Average Closing Price" as account of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of Company the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the such Warrants in cash and instead such Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled may elect to receive a certificate or certificates for the shares number of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part Shares equal to (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of A) the number of shares Warrant Shares for which such Holder’s Warrants are exercised minus (B) the number of Common Stock evidenced by such certificate or certificates from Warrant Shares that could be acquired at the date on which last reported per share sale price of the Warrant was surrendered and payment of Shares on the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if New York Stock Exchange on the date of such surrender and payment is a date on which exercise for an amount in cash equal to the stock transfer books of the Company are closed, aggregate Exercise Price for such person Warrants (excluding any brokerage fees or other costs or commissions). Warrants shall be deemed to have become the holder of such shares at the close of business exercised on the next succeeding date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is received by the Warrant Agent, provided that if Warrants are exercised pursuant to the proviso in the foregoing sentence, the Warrants shall be deemed exercised on which the stock transfer books date such Warrant Certificate(s) are opensurrendered to the Warrant Agent.”

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (may be paid in cash or by check to the order of the Company, or any combination of cash or check, subject to adjustment as provided in SECTION 6 Article 7 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a the Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price (as hereinafter defined) for the shares of Common Stock Shares purchased, at the Company's principal executive offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx2656 South Loop West, XxxxxxSuite 103, Xxxxxxxx 00016Xxxxxxx, XX 00000), the Holder or any subsequent registered holder or holders xxx xxxxxxxxxx xxxxxr of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock Shares so purchased for the Warrants so exercisedpurchased. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereofhereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the WarrantsStock). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities Shares purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, and shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable Shares to be purchased thereunder. With respect Notwithstanding anything in this Warrant to any such exercisethe contrary, in no event shall the Holder shall for all purposes of this Warrant be deemed entitled to have become exercise this Warrant to purchase a number of shares of Common Stock in excess of the holder sum of record of (i) the number of shares of Common Stock evidenced beneficially owned by the Holder and its affiliates prior to such certificate exercise, and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or certificates from the date on portions thereof) with respect to which the Warrant was surrendered determination described herein is being made, would result in beneficial ownership by the Holder and payment its affiliates of more than 4.9% of the Exercise Price was made irrespective outstanding shares of Common Stock. For purposes of the date of delivery of such certificateimmediately preceding sentence, except that, if the date of such surrender and payment is a date on which the stock transfer books beneficial ownership shall be determined in accordance with Section 13(d) of the Company are closedSecurities Exchange Act of 1934, such person as amended, and Regulation 13D-G thereunder. The opinion of the Holder's legal counsel shall be deemed to have become conclusive in calculating the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openHolder's beneficial ownership.

Exercise of Warrants. The Warrants initially are exercisable at Subject to Section 1 and the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share other provisions of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchangethis Warrant, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each this Warrant Certificate are exercisable at the option of the Holder thereofmay be exercised from time to time, in whole or in part part, by: (but not as i) surrender of this Warrant, together with the purchase form attached hereto properly executed and completed showing the number of Warrant Shares to fractional shares be purchased and the applicable exercise price(s) thereof, at the principal executive office of the Common Stock underlying the Warrants). Warrants may be exercised Company (or to purchase all or part such transfer agent of the shares of Common Stock represented thereby. In Company as it may designate by written notice to Holder); (ii) payment to the case Company in immediately available funds of the aggregate exercise price for the number of Warrant Shares specified in the above-mentioned purchase of less than all the securities purchasable under any Warrant Certificateform together with applicable stock transfer taxes, if any; and (iii) delivery to the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless of a written representation from Holder that Holder is acquiring the Warrant has expired, Shares for Holder's own account for investment purposes only and not with a view to distribute or sell such Warrant Shares. This Warrant shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have been exercised immediately prior to the close of business on the date the Warrant is surrendered and payment and investment representations are made in accordance with the foregoing provisions of this Section 2, and Holder shall become the holder of record of the number of shares of Common Stock evidenced Warrant Shares issuable upon such exercise at that time and date. Within five (5) business days after the rights represented by such this Warrant shall have been so exercised, the Company shall deliver to Holder the certificate or certificates from the date on which for the Warrant was surrendered and payment Shares so purchased and, if less than all of the Exercise Price was made irrespective Warrant Shares purchasable hereunder have been purchased upon such exercise, a Warrant in the form of this Warrant representing the right to purchase the balance of the date Warrant Shares until the Expiration Time. Each certificate for Warrant Shares so purchased shall bear a legend substantially similar to the following restrictive legend: "These securities have not been registered under the Securities Act of delivery of such certificate1933, except thatas amended, if the date of such surrender or any state securities laws and payment is a date on which the stock transfer books of may not be sold or offered for sale unless registered under said Act and any applicable state securities laws or unless the Company has received an opinion of counsel satisfactory to the Company that such registrations are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are opennot required."

Exercise of Warrants. (a) The Warrants initially are exercisable may be exercised by the Holders, in whole or in part from time to time after the Closing (the "Exercise Period") and during the --------------- Exercise Period by the surrender of this Series B Preferred Stock Purchase Warrant at, and delivery of a Notice of Exercise to, the offices of the Company at the Exercise Price (subject to adjustment as provided address set forth in SECTION 6 hereof) per share the Note and Warrant Purchase Agreement, or such other office or agency of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription United States as the Company may designate by notice in writing at any time during the Exercise Period, accompanied by payment to retain, in payment the Company of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by for the number of shares as to for which the Warrant is Warrants are then being exercised divided exercised. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by cancellation of indebtedness owed by the "Average Closing Company to the Holders in an amount equal to the Exercise Price or (iii) by the surrender of that certain number of Warrants having a Market Price equal to the Exercise Price" . The Company agrees that the shares so purchased shall be deemed to be issued to the Holder as the record owner of such shares as of the date close of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed business on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or Duly executed certificates for the shares of Common Stock stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of shall be delivered to the Holder thereof, in whole or in part (but not as to fractional shares of the Common hereof within five business days after such exercise. Unless this Series B Preferred Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Purchase Warrant has expiredexpired or been exercised in full, shall execute and deliver a new notation on this Series B Preferred Stock Purchase Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of stating the number of shares exercised shall be made by the Company and this Series B Preferred Stock Purchase Warrant shall then be returned to the Holder within five business days. The issuance of Common certificates for shares of Series B Preferred Stock evidenced by such certificate upon the exercise of this Warrant shall be made without charge to the Holder for any cost or certificates from the date on which the Warrant was surrendered expense (including any original issue or transfer tax and payment excluding any income taxes of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openHolder).

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each this Warrant Certificate are exercisable at the option of the Holder thereofmay be made, in whole or in part part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy (but not as to fractional shares or e-mail attachment) of the Common Stock underlying Notice of Exercise in the Warrantsform annexed hereto (the “Notice of Exercise”). Warrants may be exercised to purchase all or part Within the earlier of (i) three (3) Trading Days and (ii) the shares number of Common Stock represented thereby. In Trading Days comprising the case Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exerciseexercise as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all purposes be deemed of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have become the holder effect of record lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered Shares purchased and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and payment is a date on which the stock transfer books any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Company are closedprovisions of this paragraph, such person shall following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be deemed to have become less than the holder of such shares at the close of business amount stated on the next succeeding date face hereof. Without limiting the rights of a Holder to receive Warrant Shares on which a “cashless exercise” and without limiting the stock transfer books are openliquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. The Subject to the provisions of this Agreement, R&R or any subsequent registered holder of a Warrant Certificate shall have the right, upon the exercise form time to time of the Warrants initially are exercisable evidenced thereby, commencing at the Exercise Price opening of business on the date hereof, to purchase from the Company (subject and the Company shall issue and sell to adjustment as provided each registered holder) the total or any lesser number fully paid and nonassessble Shares issuable upon the exercise of such warrants. To exercise such Warrants, R&R or such subsequent registered holder shall surrender by delivery (in SECTION 6 hereof) per share of Common Stock, payable person or by certified mail or official bank cashier's check payable express mail service which provides proof of delivery at the Warrant Register Office) of the Warrant Certificate evidencing such Warrants with the form of election to purchase on the reverse thereof duly completed and signed, accompanied by payment to the Company of the Warrant Price in effect on such date for the number of shares in respect of which such Warrants are then being exercised. Payment of the Warrant Price shall be made in cash or by certified check, money order or wire transfer to the order of the Company; PROVIDED. As soon as practicable after the exercise of any Warrants, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retainshall, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal subject to the quotient provisions of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise Section 7 hereof, issue and to deduct the number of Payment Shares from the shares cause to be delivered to or upon the Holder. "Average Closing Price" means, as written order of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder R&R or any subsequent registered holder or holders of a the Warrant Certificate (any evidencing such subsequent Warrants, and in such name or names as R&R or such registered holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive may designate, a certificate or certificates for the shares number of Common Stock fully paid and nonassessable Shares so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, exercise of such Warrants. Such certificate or certificates for Shares shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered been issued and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become the a holder of record of such shares Shares, as of the date of the surrender of such Warrant Certificate and payment of the Warrant Price as aforesaid. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the close election of business on R&R or any subsequent registered holder thereof, either as an entirety or from time to time for a part only of the next succeeding date on which integral number of Warrants evidenced by the stock transfer books Warrant Certificate. In the event that less than all of the Class A Warrants, Class B Warrants or Class C Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are openexercised at any time prior to their respective Warrant Expiration Dates, a new Warrant Certificate or Certificates shall be issued to or upon the written order of R&R or a subsequent registered holder for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. The Company shall only be required to execute and deliver the required new Warrant Certificates in accordance with the provisions of this Section. Warrants, represented by a properly assigned Warrant Certificate, may be exercised by a subsequent holder thereof without first having a new Warrant Certificate issued. All Warrant Certificates surrendered upon the exercise of Warrants shall be cancelled by the Company.

Exercise of Warrants. The Subject to the provisions of this Agreement, each registered holder of Warrants initially are exercisable shall have the right, at any time during the Exercise Period, to exercise such Warrants and purchase the number of fully paid and non-assessable shares of Class A Common Stock of the Company specified in such Warrants upon presentation and surrender of such Warrants to the Company at the Exercise corporate office of the Warrant Agent, with the exercise form on the reverse thereof duly executed, and upon payment to the Company of the Warrant Price, determined in accordance with the provisions of Section 2, 9 and 10 of this Agreement, for the number of shares of Class A Common Stock of the Company in respect of which such Warrants are then exercised. Payment of such Warrant Price (subject to adjustment as provided shall be made in SECTION 6 hereof) per share of Common Stock, payable cash or by certified or official bank cashier's check payable to the Company. Subject to Section 6 hereof, upon such surrender of Warrants and payment of the Warrant Price, the Warrant Agent on behalf of the Company shall cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Class A Common Stock so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to be delivered on the date of the surrender of such Warrants and payment of the Warrant Price as aforesaid. The rights of purchase represented by the Warrants shall be exercisable during the Exercise Period, at the election of the registered holders thereof, either as an entirety or from time to time for a portion of the shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the shares of Class A Common Stock specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued to the registered holder for the remaining number of shares of Class A Common Stock specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. Upon the exercise of any one or more Warrants, the Warrant Agents shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to the provisions below, shall cause all payments of an amount, in cash or by check made payable to the order of the Company; PROVIDED, HOWEVER, that equal to the Holder aggregate Warrant Price for such Warrants to be deposited promptly in the Company's bank account. The Company and Warrant Agent shall have the right, at his or its electiondetermine, in lieu of delivering their sole and absolute discretion, whether a Warrant certificate has been properly completed for exercise by the Exercise Price registered holder thereof. Anything in cashthe foregoing to the contrary notwithstanding, to instruct no Warrant will be exercisable and the Company in shall not be obligated to deliver any securities pursuant to the form exercise of subscription to retain, in payment any Warrant unless at the time of exercise the Exercise Price, Company has filed with the Securities and Exchange Commission a number registration statement under the Securities Act of shares of Common Stock 1933 (the "Payment SharesAct") equal covering the securities issuable upon exercise of such Warrant and such registration statement shall have been declared and shall remain effective and shall be current, and such shares have been registered or qualified or deemed to be exempt under the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as securities laws of the date state or other jurisdiction of exercise and to deduct the number residence of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at Warrant and the close exercise of business on the next succeeding date on which the stock transfer books are opensuch Warrant in any state or other jurisdiction shall not otherwise be unlawful.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable represented by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that this Warrant Certificate may be exercised by the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereofhereof, in whole or in part (but not as to a fractional shares Common Share), by the surrender of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any this Warrant Certificate, with the attached Subscription Form duly executed, at the principal office of the Company shall cancel said at 0000-0000 X Xxxxxxx Xx., Xxxxxxxxx, XX, X0X 0X0 (or such other office of the Company as it may designate by notice in writing to the Holder hereof at the address of such Holder appearing on the books of the Company at any time during the period within which the Warrants represented by this Warrant Certificate may be exercised) and upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor payment to it for the balance account of the securities purchasable thereunder. With respect to any such exerciseCompany, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate in cash or certificates from the date on which the Warrant was surrendered and payment a certified cheque, money order, bank draft or wire transfer of the Exercise Price was made irrespective of for such Common Shares. The Company agrees that the date of delivery of such certificate, except that, if the date of such surrender Common Shares so purchased shall be and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become be issued to the holder Holder hereof as the registered owner of such shares at Common Shares as of the close of business on the next succeeding date on which this Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaid. Certificates for the stock transfer books are openCommon Shares so purchased shall be delivered to the Holder hereof within a reasonable time, not exceeding three business days, after the Warrants represented by this Warrant Certificate shall have been so exercised and, unless the Warrants have expired, a new Warrant Certificate representing the number of Common Shares, if any, with respect to which the Warrants shall not then have been exercised shall also be issued to the Holder hereof within such time.

Exercise of Warrants. The Warrants Each Warrant initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that entitles the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, thereof to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of purchase 0.33 shares of Common Stock upon payment of the Warrant Price (the "Payment Shares") equal as defined in Section 9 hereof). A Warrant may be exercised upon surrender to the quotient Warrant Agent at its principal office at 10 Commerce Drive, Cranford, New Jersey 07016 of the certificate or certificates evidencing the Warrants to be exercised, together with the form of election to purchase on the reverse thereof duly fillex xx xxx xxxxxx, xxxxx xxxxxxxxx xxxxx xx xxxranteed by a member of a recognized guarantee medallion program, and upon payment to the Warrant Agent for the account of the Company of the Warrant Price (i) as defined in and determined in accordance with the Exercise Price multiplied by provisions of Sections 9 and 10 hereof), or in the manner provided in Section 5.3, for the number of shares as Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Price shall be made by an uncertified check drawn upon a U.S. bank or a wire transfer payable to which the Warrant is then being exercised divided by (ii) Agent, or in the "Average Closing Price" manner provided in Section 5.3. As soon as the Warrant Agent receives a form of election to purchase Warrant Shares, it shall immediately notify the Company. Subject to Section 6 hereof, upon the surrender of certificate or certificates representing the Warrants and payment of the date Warrant Price as aforesaid, the Warrant Agent shall, upon the written order of exercise the Holder and in such name or names as the Holder may designate, cause to deduct be (a) effected a book-entry transfer crediting the account of such Holder or designee or (b) issued and delivered a certificate or certificates, in each case for the number of Payment full Warrant Shares from so purchased upon the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment cash, as provided in Section 11 hereof, in respect of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxxany fractional Warrant Shares otherwise issuable upon such surrender. If permitted by applicable law, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by been issued or any such certificate or certificates from the date on which the Warrant was surrendered book-entry transfer shall be deemed to have been effected, and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become the holder a Holder of record of such shares Warrant Shares, as of the date of the surrender of such Warrants and payment of the Warrant Price. The rights of purchase represented by the Warrants shall be exercisable, at the close election of business the Holders thereof, either in full or from time to time in part and, if a certificate evidencing Warrants is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the next succeeding date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants shall be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and deliver the required new Warrant certificate or certificates pursuant to the provisions of this Section and Section 3, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant certificates duly executed on which behalf of the stock transfer books are openCompany for such purpose.

Exercise of Warrants. The Warrants initially are exercisable (a) Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price (subject to adjustment or such other office or agency of the Company as provided it may designate by notice in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable writing to the order registered Holder at the address of such Holder appearing on the books of the Company; PROVIDED, HOWEVER, that the Holder ). Certificates for shares purchased hereunder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, Holder within five (x5) if shares of Common Stock are listed on a national securities exchange, Trading Days from the average delivery to the Company of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such dateNotice of Exercise Form, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a this Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with and payment of the aggregate Exercise Price for the shares of Common Stock at the Company's principal offices as set forth above (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a “Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the WarrantsShare Delivery Date”). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any This Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from been exercised on the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of is received by the date of delivery of such certificateCompany. The Warrant Shares shall be deemed to have been issued, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such Holder or any other person so designated to be named therein shall be deemed to have become the a holder of record of such shares at for all purposes, as of the close date the Warrant has been exercised by payment to the Company of business on the next succeeding date on which Exercise Price and all taxes required to be paid by the stock transfer books are openHolder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each this Warrant Certificate are exercisable at the option of the Holder thereofmay be made, in whole or in part (but not as part, at any time or times on or before the Termination Date by delivering to fractional shares the Company a duly executed original or facsimile copy of the Common Stock underlying Notice of Exercise form annexed hereto. The Holder shall have the Warrants)rights of a stockholder only with respect to Shares fully paid for by the Holder under this Warrant. Warrants may be exercised to purchase On the exercise of all or part any portion of this Warrant in the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercisemanner provided herein, the Holder shall for all purposes be deemed to have become exercising the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person same shall be deemed to have become a Holder of record of the holder Shares as to which this Warrant is exercised for all purposes, and certificates for the securities so purchased shall be delivered to the Holder within a reasonable time, but in no event longer than 10 days after this Warrant shall have been exercised as set forth above. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of such shares at the close Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within 10 days of business on the next succeeding date on which the stock transfer books are openfinal Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; : PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) 10 trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) 10 trading days before the such date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) 20 trading days before the date of exercise of the Warrantssuch date. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx 3811 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 0001600000), the xhe Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference referred to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificateshares, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied warrants may be exercised by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to a fractional shares share of Common Stock), by surrender of this Warrant Certificate at the principle office of the Company at 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX X0X 0X0 (or such other office or agency of the Company as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), with the appropriate form attached duly exercised, at any time within the period beginning one day after the Holder's subscription for Units (each Unit consisting of one share of no par value Common Stock underlying of the Warrants)Company at $0.25 per share) was accepted by the Company, and expiring on that date which is exactly two years and one day after the Holder's subscription for Units was accepted by the Company (the "Exercise Period") and by payment to the Company by certified check or bank draft of the purchase price for such shares. Warrants may be exercised to purchase all or part of The Company agrees that the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company so purchased shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute be and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect are deemed to any such exercise, be issued to the Holder shall for all purposes be deemed to have become as the holder record owner of record of the number of such shares of Common Stock evidenced by such certificate or certificates from as of the close of business on the date on which the Warrant was Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the Exercise Price was made irrespective shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2E, shall be delivered to the date of delivery of such certificateHolder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, except thatand, unless the Warrants have expired, a new Warrant Certificate, if any, that shall not have been exercised shall also be delivered to the date of Holder within such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are opentime.

Exercise of Warrants. A. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied may be exercised by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to a fractional shares share of Common Stock), by surrender of this Warrant Certificate at the principal office of the Common Stock underlying Company at 00 Xxxxxxxx, Xxxxx 0000-00, Xxx Xxxx, XX 00000 (or such other office or agency of the Warrants). Warrants Company as may be exercised designated by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), with the appropriate form attached hereto duly exercised, at any time within the period beginning on the date described in Section1B hereof and expiring at 5:00PM on the "Expiration Date" (defined below) (the "Exercise Period") and by payment to the Company by certified check or bank draft of the purchase all or part of price for such shares. The Company agrees that the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company so purchased shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute be and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect are deemed to any such exercise, be issued to the Holder shall for all purposes be deemed to have become as the holder record owner of record of the number of such shares of Common Stock evidenced by such certificate or certificates from as of the close of business on the date on which the Warrant was Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the Exercise Price was made irrespective shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2E, shall be delivered to the date Holder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate representing the number of delivery of such certificate, except thatWarrants represented by the surrendered Warrant Certificate, if any, that shall not have been exercised shall also be delivered to the date of Holder within such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are opentime.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price This Warrant shall vest immediately and may be exercised as to one hundred percent (subject to adjustment as provided in SECTION 6 hereof100%) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a total number of shares of Common Stock (covered by this Warrant at anytime after the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the issuance date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercisedthis Warrant. The purchase rights represented by each this Warrant Certificate are exercisable at the option of the Holder thereof, may be exercised in whole or in part (but not as to a fractional shares share of Stock), by the Warrantholder or its duly authorized attorney or representative at any time and from time to time while this Warrant is exercisable, upon presentation of this Warrant at the principal office of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of Company, with the purchase of less than all the securities purchasable under any Warrant Certificateform attached hereto duly completed and signed, and upon payment to the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate in cash or by certified check or bank draft of like tenor for the balance of the securities purchasable thereunder. With respect an amount equal to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced being so purchased multiplied by such certificate or certificates from the date on which Exercise Price; or, at the Warrant was surrendered and payment option of the Exercise Price was made irrespective Warrantholder, this Warrant may be surrendered to the Company and the Company shall issue to the Warrantholder for no additional cash consideration a number of shares of common stock determined by dividing the product of the maximum number of shares of common stock the Warrantholder is entitled to purchase hereunder times the difference between the closing price per share on the date of delivery of such certificatesurrender for exercise and the Exercise Price, except that, if by the closing price per share on the date of such surrender and payment is a for exercise date on which the stock transfer books of surrender for exercise, as follows: Number of shares to be issued = ((maximum # of shares purchasable under terms of the Company are closedWarrants) X ((closing price per share on the date of surrender for exercise) - (Exercise Price))) / (closing price per share on the date of surrender for exercise) Should Warrantholder elect to so surrender this Warrant, such person this Warrant shall be deemed to terminated thereafter, and the Warrantholder shall have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openno other rights hereunder.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (and the number of Shares issuable upon exercise of Warrants are subject to adjustment as provided in SECTION 6 hereof) per share upon the occurrence of Common Stockcertain events, payable by certified or official bank cashier's check payable pursuant to the order terms of this Warrant Agreement. Subject to the Company; PROVIDEDprovisions of this Warrant Agreement, HOWEVER, that the each Warrant Holder shall have the right, at his or its election, which may be exercised as set forth in lieu of delivering the Exercise Price in cashsuch Warrants, to instruct purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares specified in such Warrants, upon surrender to the Company, or Vista, of such Warrants, with the form of subscription election to retainpurchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, a number as adjusted in accordance with the terms of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by this Warrant Agreement, for the number of shares as to Shares in respect of which the Warrant is such Warrants are then being exercised divided by (ii) the "Average Closing Price" as exercised. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the date of exercise applicable Exercise Price, the Company shall issue and to deduct the number of Payment Shares from the shares cause to be delivered with all reasonable dispatch, but in no event later than three trading days following such surrender and payment, to or upon the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average written order of the closing sales prices therefor on the largest securities exchange on which Warrant Holder of such shares are traded on the last ten (10) trading days before Warrants and in such datename or names as such Warrant Holder may designate, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares number of Common Stock full Shares so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, exercise of such Warrants as set forth herein. Such certificate or certificates shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered been issued and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become the a holder of record of such shares Shares as of the date of the surrender of Warrants and payment of the applicable Exercise Price as aforesaid; provided, however, that if, at the close date of business on surrender of such Warrants, the next succeeding transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the stock Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books are openof record, unless otherwise required by law, shall not be closed at any one time for an unreasonable period. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered. Each Warrant may be exercised in whole or in part, but not for less than one hundred (100) Warrant Shares (or such lesser number of Warrant Shares as may at the time of exercise constitute the maximum number exercisable) and in excess of 100 Warrant Shares in increments of 100 Warrant Shares. Each Warrant is exercisable, subject to the satisfaction of applicable securities laws, at any time during the Exercise Period by the surrender of the Warrant to the Company at its principal office or to Vista together with the appropriate form of exercise duly completed and executed on behalf of the Warrant Holder, accompanied by the payment in full of the amount of the aggregate Exercise Price of the Warrant Shares in immediately available funds.

Exercise of Warrants. The Units may be purchased upon surrender to the Company at the office or agency of the Warrant Agent in the City of New York, of the certificate or certificates evidencing the Warrants initially to be exercised, together with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall, if the Units are exercisable at to be issued in the name of a person other than the Holder of the Warrant, 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) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (subject as defined in and determined in accordance with the provisions of Section 9 hereof) for the number of Units in respect of which such Warrants are then being exercised. Payment of the aggregate Exercise Price shall be made by certified or cashiers check, or by any combination thereof. Subject to adjustment Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered, with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, (i) a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with a check, as provided in SECTION 6 Section 11 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender, and (ii) per share a certificate or certificates for the number of Common Stockfull Series C Warrants so purchased upon the exercise of such Warrants, payable by certified with no fractional Series C Warrants issuable upon such surrender. Such certificate or official bank cashier's check payable certificates representing Warrant Shares or Series C Warrants, as the case may be, 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 or Series C Warrants, as the order case may be, as of the Company; PROVIDED, HOWEVER, that date of the Holder shall have the right, at his or its election, in lieu surrender of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in such Warrants and payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) as aforesaid; provided, however, that if such Warrants are surrendered, and the Exercise Price multiplied is paid, on a Saturday, Sunday or other day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close, the number of shares as to which certificates for the Warrant is Shares or Series C Warrants, as the case may be, in respect of which such Warrants are then being exercised divided by (ii) the "Average Closing Price" shall be issuable as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" meansnext succeeding Monday, as of any dateTuesday, (x) if shares of Common Stock are listed on a national securities exchangeWednesday, the average of the closing sales prices therefor on the largest securities exchange Thursday or Friday on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares banking institutions are not listed so authorized or obligated to close (whether before or after the Expiration Date) and which is a day on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of which the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person open. The rights of purchase represented by the Warrants shall be deemed exercisable, at the election of the Holders thereof, either in full or from time to have become time in part and, in the holder event that a certificate evidencing Warrants is exercised in respect of less than all of the Units specified therein at any time prior to the expiration of such shares at Warrants, a new certificate evidencing the close remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificates pursuant to the provisions of business this subsection and of subsection 2.2 hereof and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed on behalf of the next succeeding date on which the stock transfer books are openCompany for such purpose.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereofa) per share of Common Stock, payable by certified or official bank cashier's check payable Subject to the order provisions of the Company; PROVIDEDthis Agreement, HOWEVER, that the Holder each registered holder of Warrants shall have the right, at his or its electionwhich right may be exercised as in such Warrants expressed, in lieu of delivering commencing on the Exercise Price in cashdate the registered holder purchases the Warrant and ending on December 31, 20__, to instruct purchase from the Company, and the Company shall issue and sell to such registered holder of Warrants, the number of fully paid and non-assessable shares of Common Stock specified in such Warrants, upon surrender to the Company at the office of the Warrant Agent, with the form of subscription election to retainpurchase duly completed and signed, in and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" meanshereinafter defined, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by certified check, bank draft, or postal or express money order, payable in United States dollars, to the order of the Company. Subject to the provisions of Section 9 hereof, upon such certificate or certificates from the date on which the Warrant was surrendered surrender of Warrants and payment of the Exercise Price was made irrespective as foresaid, the Company, acting through the Warrant Agent, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the date of delivery registered holder of such certificateWarrants and in such name or names as such registered holder may designate, except that, if a certificate or certificates for the date full number of shares of Common Stock so purchased upon the exercise of such surrender Warrants. Such certificates shall be deemed to have been issued, and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become the a holder of record of such shares Common Stock, as of the date of surrender of such Warrants and payment of the Exercise Price, as aforesaid; provided, however, that if, at the close date of business on surrender of such Warrants and the next succeeding payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the stock Company shall be under no duty to deliver any certificate for such shares; provided further, however, that the transfer books are openbooks, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The right of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or, from time to time, for part of the shares specified therein, and in the event that any Warrant is exercised in respect of less than all of the shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued for the remaining number of Common Stock specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section 5 and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purposes.

Exercise of Warrants. The Warrants initially are exercisable at the aggregate Exercise Price (for the number of Warrants so exercised at any time prior to 5:00 p.m. New York City time on March 22, 2004, subject to adjustment as provided in SECTION 6 Section 8 hereof. Payment of such Exercise Price shall be made, at the option of the Holder specified in its notice of exercise, (i) per share of Common Stock, payable by wire transfer or by certified or official bank cashier's check payable to the order of the CompanyCompany in immediately available funds in lawful money of the United States of America; PROVIDED, HOWEVER, that or (ii) by reducing the number of shares of Common Stock issuable to the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, by a number of shares of Common Stock that have a value equal to the Exercise Price which otherwise would have been paid. For purposes hereof, the value of a share of Common Stock (the "Payment SharesShare Value") equal to shall be the quotient last reported sale price of (i) the Exercise Price multiplied Common Stock on the OTC Bulletin Board, or any other interdealer quotation system on which the Common Stock is included for quotation, or, if none, the fair 810920.2 market value of such shares as reasonably determined by the number Board of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as Directors of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the WarrantsCompany. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, if applicable, at the CompanyHemaSure's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx140 Locke Drive, XxxxxxMarlborough, Xxxxxxxx 00016)MA 01752, the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a xx xxxxxxx x certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercisedpurchased. The purchase rights represented by each the Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the , but in no event for less than 25,000 shares of Common Stock represented therebyat any one time. In the case of the purchase of less than all the securities shares of Common Stock purchasable under any Warrant Certificate, the Company HemaSure shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, and shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openpurchasable thereunder.

Exercise of Warrants. The Warrants initially are exercisable may be exercised prior to the Expiration Date (as hereinafter defined) at the Exercise Price (at any time and from time to time subject to adjustment as provided the limits on ownership of the Company stock set forth in SECTION 6 hereof) per share the Company Charter and the provisions of Common Stockthis Section 2.4. The Warrants shall expire at 5:00 p.m., payable New York City time, on March 2, 2001 (the "Expiration Date"). The Warrants may be exercised by certified or official bank cashier's check payable surrendering the Warrant Certificates representing such Warrants to the order Company at its address set forth in Section 4.5, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price for each Warrant Share with respect to which such Warrants are being exercised. Such Exercise Price shall be paid in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of shares as to which the Warrant is Shares then being exercised divided by purchased or (ii) delivery to the "Average Closing Price" as Company of that number of Common Shares having a Market Value equal to the date of exercise and to deduct Exercise Price multiplied by the number of Payment Warrant Shares from then being purchased. In the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchangealternative, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender Holder of a Warrant Certificate with may exercise its right to purchase some or all of the annexed Form Warrant Shares subject to such Warrant Certificate, on a net basis, such that, without the exchange of any funds, such Holder receives that number of Warrant Shares subscribed to pursuant to such Election to Purchase duly executed, together with payment less that number of Common Shares having an aggregate Market Value on the Exercise Date equal to the aggregate Exercise Price that would otherwise have been paid by such Holder for the shares number of Common Stock at the Company's principal offices Warrant Shares subscribed to pursuant to such Election to Purchase (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxxa "Net Cashless Exercise"). Notwithstanding any other provision of this Agreement, Xxxxxx, Xxxxxxxx 00016), the Holder or no Warrant Shares shall be issued in respect of any subsequent registered holder or holders exercise of a Warrant Certificate (by any Holder to the extent that the ownership or right to acquire Warrant Shares pursuant to such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced exercise by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.Holder would:

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereofa) per share of Common Stock, payable by certified or official bank cashier's check payable Subject to the order conditions in Section 2(e) of the Company; PROVIDEDExisting Warrants, HOWEVERby executing this Agreement, the Company and the Holder hereby agree that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become exercised the holder number of such shares at the close of business Existing Warrants set forth on the next succeeding signature page hereto at, in accordance with Section 2(d) of the Existing Warrants, an exercise price per share of $1.94 (the “Exercise Price”), for aggregate cash proceeds to the Company in the amount set forth on the Holder’s signature page hereto, pursuant to the terms of the Existing Warrants. The Holder shall deliver the aggregate cash exercise price for such Existing Warrants to the bank account set forth on the Company’s signature page hereto within two Trading Days after the date hereof and the Company shall deliver the Warrant Shares to the Holder via the Depository Trust Company Deposit or Withdrawal at Custodian system pursuant to the terms of the Existing Warrants, but pursuant to DWAC instructions set forth on which the stock transfer books are openHolder’s signature page hereto. The date of the closing of the exercise of the Existing Warrants shall be referred to as the “Closing Date”. Notwithstanding anything to the contrary contained herein, if the Holder has exercised all of its Existing Warrants on the Closing Date, the provisions of clauses (b) and (c) of this Section 2.1, and the last sentence of Section 2.2, shall not apply to the Holder.

Exercise of Warrants. The Warrants initially are exercisable at At any time, the Exercise Price (Collateral Manager may, subject to adjustment as provided Section 10.2(d), direct the Trustee to apply Interest Proceeds (but not Principal Proceeds) to make any payments required in SECTION 6 hereof) per share connection with a workout or restructuring of Common Stocka Collateral Obligation or exercise an option, payable by certified warrant, right of conversion or official bank cashier's check payable to the order similar right in connection with a workout or restructuring of the Companya Collateral Obligation; PROVIDED, HOWEVERprovided, that the Holder shall have the right, at his Issuer will not exercise any warrant or its election, other similar right received in lieu connection with a workout or a restructuring of delivering the Exercise Price a Collateral Obligation that requires a payment that results in cash, to instruct the Company in the form receipt of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of an Equity Security unless (i) the Exercise Price multiplied Collateral Manager (on the Issuer’s behalf) certifies to the Trustee that (x) exercising the warrant or other similar right is necessary for the Issuer to realize the value of the workout or restructuring and (y) any Equity Security received as a result will be sold prior to receipt by the number of shares Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in the related Underlying Documents, the Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such Equity Security as to which the Warrant soon as practicable after such sale or disposition is then being exercised divided permitted by applicable law and not prohibited by such contractual restriction and (ii) the "Average Closing Price" as Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, Vxxxxxx Rule or that such Equity Security is a “loan” (xnot a “security”) if shares of Common Stock are listed on a national securities exchange, the average for purposes of the closing sales prices therefor on loan securitization exclusion under the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereofVxxxxxx Rule, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants which case, such Equity Security may be exercised received by the Issuer and the Collateral Manager will use commercially reasonable efforts to purchase all or part effect the sale of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificatesuch Equity Security within three years after receipt; provided, the Company shall cancel said Warrant Certificate upon the surrender thereof andfurther that, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With with respect to any such exercise, the Holder Issuer shall for all purposes be deemed to have become the holder of record only apply Interest Proceeds (including Contributions treated as Interest Proceeds) in excess of the number amount of shares of Common Stock evidenced by such certificate or certificates from Interest Proceeds required (x) to pay interest due and payable on the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business Secured Notes on the next succeeding date on which Payment Date and (y) to cure any Coverage Test failure continuing at such time. For the stock transfer books are openavoidance of doubt, any sale or other disposition described in clause (i) or (ii) above may be to ORCC or otherwise.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject Subject to adjustment as provided in SECTION 6 hereof) per share of Common StockSection 2(e), payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each this Warrant Certificate are exercisable at the option of the Holder thereofmay be made, in whole or in part (but not as part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to fractional shares the Company of a duly executed e-mail attachment of the Common Stock underlying Notice of Exercise in the Warrantsform annexed hereto (the “Notice of Exercise”). Warrants may be exercised to purchase all or part Within the earlier of (i) two (2) Trading Days and (ii) the shares number of Common Stock represented thereby. In Trading Days comprising the case Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exerciseexercise as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares and/or Prefunded Warrants specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all purposes be deemed of the Warrant Shares and/or Prefunded Warrants available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares and/or Prefunded Warrants available hereunder shall have become the holder effect of record lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares and/or Prefunded Warrants purchased. The Holder and the Company shall maintain records showing the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered Shares and/or Prefunded Warrants purchased and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and payment is a date on which the stock transfer books any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Company are closedprovisions of this paragraph, such person shall following the purchase of a portion of the Warrant Shares and/or Prefunded Warrants hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be deemed to have become less than the holder of such shares at the close of business amount stated on the next succeeding date on which the stock transfer books are openface hereof.

Exercise of Warrants. The Warrants initially are exercisable registered holder of each Warrant shall have the right, which may be exercised as in such Warrant expressed, to purchase from the Company (and the Company shall issue and sell to such registered holder) the number of Shares specified in such Warrants, upon surrender to the Company, at the office in of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the Warrant Exercise Price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Payment of such Warrant Exercise Price (subject to adjustment as provided may be made in SECTION 6 hereof) per share of Common Stockcash, or by certified check or bank draft or postal or express money order, payable by certified or official bank cashier's check payable in United States dollars, to the order of the Company; PROVIDEDWarrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, HOWEVERupon such surrender of Warrants, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in and payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Warrant Exercise Price multiplied by as aforesaid, the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise Company shall issue and to deduct the number of Payment Shares from the shares cause to be delivered with all reasonable dispatch to or upon the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average written order of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder of such Warrants, and in such name or holders of a Warrant Certificate (any names as such subsequent registered holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive may designate, a certificate or certificates for the shares number of Common Stock full Shares so purchased for upon the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option exercise of the Holder thereofsuch Warrants, together with cash, as provided in Section 9 of this Agreement, in whole respect of any fraction of a Share otherwise issuable upon such surrender. Such certificate or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company certificates shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered been issued and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of such Warrants and payment of the Warrant Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Warrant Exercise Price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such shares Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the close opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the stock transfer books are openCompany shall be under no duty to deliver any certificate for such Shares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Expiration Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. The Subject to the provisions of this Agreement, each registered holder of Warrants initially are exercisable shall have the right, which right may be exercised as in such Warrants expressed, during the five year period commencing thirty days from the date of the Company's Prospectus dated _________ ____, 2000 ("Prospectus") to purchase from the Company, and the Company shall issue and sell to such registered holder of Warrants, the number of fully paid and non-assessable shares of Class A Common Stock specified in such Warrants, upon surrender to the Company at the office of the Warrant Agent, with the form of election to purchase on the reverse side thereof duly completed and signed, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, as hereinafter defined, for the number of shares of Class A Common Stock in respect of which such Warrants are then exercised. Payment of such Exercise Price (subject to adjustment as provided may be made in SECTION 6 hereof) per share of Common Stockcash or by certified check, bank draft, or postal or express money order, payable by certified or official bank cashier's check payable in United States dollars, to the order of the Company; PROVIDED. Subject to the provisions of Paragraph 8 hereof, HOWEVER, that the Holder shall have the right, at his or its election, in lieu upon such surrender of delivering Warrants and payment of the Exercise Price as aforesaid, the Company, acting through the Warrant Agent, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in cashsuch name or names as such registered holder may designate, a certificate or certificates for the full number of shares of Class A Common Stock so purchased upon the exercise of such Warrants. Such certificates shall be deemed to instruct have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such Class A Common Stock, as of the Company in the form date of subscription to retain, in surrender of such Warrants and payment of the Exercise Price, a number as aforesaid; provided, however, that if, at the date of shares surrender of such Warrants and the payment of such Exercise Price, the transfer books for the Class A Common Stock (purchasable upon the "Payment Shares") equal to exercise of such Warrants shall be closed, the quotient certificates for the shares in respect of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is such Warrants are then being exercised divided by (ii) the "Average Closing Price" shall be issuable as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on books shall next be opened, and until such date the last ten (10) trading days before Company shall be under no duty to deliver any certificate for such dateshares; provided further, (y) if such shares are listed on however, that the NASDAQ National Market System but transfer books aforesaid, unless otherwise required by law, shall not on be closed at any national securities exchangeone time for a period longer than 20 days. The right of purchase represented by the Warrants shall be exercisable, at the average election of the closing sales prices therefor on registered holders thereof, either as an entirety or, from time to time, for part of the NASDAQ National Market System on shares specified therein, and in the last ten (10) trading days before event that any Warrant is exercised in respect of less than all of the shares specified therein at any time prior to the date of exercise expiration of the Warrants, a new Warrant or Warrants will be issued for the remaining number of Class A Common Stock specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Paragraph 5 and of Paragraph 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purposes. Notwithstanding anything contained herein to the contrary, no Warrant may be exercised if the issuance of Class A Common Stock in connection therewith would constitute a violation of the registration provisions of federal or state securities laws. The Company will use its best efforts to file and keep effective a current prospectus which will permit the purchase and sale of the Warrants or (z) if such shares are not listed on either a national securities exchange or and the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Class A Common Stock underlying the Warrants). In addition, the Company will use its best efforts to qualify for sale the Warrants may and the Class A Common Stock underlying the Warrants in those states in which the Warrants and the Class A Common Stock are to be exercised offered. Upon thirty (30) days' prior written notice to purchase all or part holders of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant CertificateWarrants, the Company shall cancel said Warrant Certificate upon have the surrender thereof and, unless right to reduce the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for exercise price and/or extend the balance term of the securities purchasable thereunder. With respect Warrants in compliance with the requirements of Rule 13e-4 to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openextent applicable.

Exercise of Warrants. The (a) Each of the Warrants initially are exercisable may be exercised at any time or from time to time on or after the Closing Date until the tenth (10th) anniversary of the Closing Date, on any day that is a Business Day, for all or any part of the number of Issuable Warrant Shares purchasable upon its exercise. In order to exercise its Warrant, in whole or in part, the Holder will deliver to the Company at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable address designated by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in pursuant to Section ------- 6.06, (i) a written notice of such Holder's election to exercise its ---- Warrant, which notice will specify the form number of subscription Issuable Warrant Shares to retainbe purchased pursuant to such exercise, in (ii) payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") in an amount equal to the quotient of aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (iiii) the Exercise Price multiplied by Warrant. Such notice will be substantially in the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as form of the date of exercise and to deduct Subscription Form appearing at the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise end of the Warrants. Upon surrender receipt of such notice, the Company will, as promptly as practicable, and in any event within ten (10) business days, execute, or cause to be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Agreement. The stock certificate or certificates so delivered will be in such denominations as may be specified in such notice and will be registered in the name of such Holder, or, subject to compliance with transfer and Preferred Stock and Warrant Certificate with Purchase Agreement - Page 13 ---------------------------------------------- registration requirements under applicable Federal and state securities laws, such other name as designated in such notice. A Warrant will be deemed to have been exercised, such certificate or certificates will be deemed to have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become a holder of record of such shares for all purposes, as of the annexed Form of Election to Purchase duly executeddate that such notice, together with payment of the Exercise Price for and the shares of Common Stock at Warrant is received by the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), . If the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, has been exercised in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificatepart, the Company shall cancel said Warrant Certificate upon will, at the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date time of delivery of such certificatecertificate of certificates, except that, if deliver to such Holder a new Warrant evidencing the date rights of such surrender and payment is a date on Holder to purchase the number of Issuable Warrant Shares with respect to which the stock transfer books of Warrant has not been exercised, which new Warrant will, in all other respects, be identical with the Company are closedWarrants, such person shall be deemed to have become or, at the holder request of such shares at the close of business Holder, appropriate notation may be made on the next succeeding date on which original Warrant and the stock transfer books are openoriginal Warrant returned to such Holder.

Exercise of Warrants. The Class A Exercise Price, the Class B Exercise Price, and the number of Shares issuable upon exercise of Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share upon the occurrence of Common Stockcertain events, payable by certified or official bank cashier's check payable pursuant to the order provisions of Section 8 of this Agreement. Subject to the Company; PROVIDEDprovisions of this Agreement, HOWEVERand in addition to the right to surrender Warrants without any cash payment as set forth in subsection (c) below, that the each Holder shall have the right, at his which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares specified in such Warrants, upon surrender to the Company, or its electionduly authorized agent, in lieu of delivering the Exercise Price in cashsuch Warrants, to instruct the Company in with the form of subscription election to retainpurchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, a number as adjusted in accordance with the provisions of shares Section 8 of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by this Agreement, for the number of shares as to Shares in respect of which the Warrant is such Warrants are then being exercised divided by (ii) the "Average Closing Price" as exercised. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the date of exercise applicable Exercise Price, the Company shall issue and to deduct the number of Payment Shares from the shares cause to be delivered with all reasonable dispatch, but in no event later than three trading days following such surrender and payment, to or upon the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average written order of the closing sales prices therefor on the largest securities exchange on which Holder of such shares are traded on the last ten (10) trading days before Warrants and in such datename or names as such Holder may designate, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares number of Common Stock full Shares so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof andexercise of such Warrants, unless the together with Class B Warrant has expiredCertificates, if applicable, as set forth herein. Such certificate or certificates shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered been issued and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become the a holder of record of such shares Shares (and Class B Warrants, if applicable) as of the date of the surrender of Warrants and payment of the applicable Exercise Price as aforesaid; provided, however, that if, at the close date of business on surrender of such Warrants, the next succeeding transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares (and Class B Warrants, if applicable) shall be issuable as of the date on which such books shall next be opened (whether before, on or after the stock Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares or Class B Warrants; provided, further, however, that the transfer books are openof record, unless otherwise required by law, shall not be closed at any one time for an unreasonable period. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares (and Class B Warrants, if applicable) issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares (and Class B Warrants, if applicable) specified in the Warrant so surrendered.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION Section 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) 10 trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) 10 trading days before the such date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) 20 trading days before the date of exercise of the Warrantssuch date. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx 3811 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 0001600000), the xhe Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference referred to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificateshares, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (and the Shares issuable upon exercise of Warrants are subject to adjustment as provided in SECTION 6 hereof) per share upon the occurrence of Common Stockcertain events, payable by certified or official bank cashier's check payable pursuant to the order provisions of Section 8 of this Agreement. Subject to the Company; PROVIDEDprovisions of this Agreement, HOWEVERand in addition to the right to surrender warrants without any cash payment as set forth in subsection (c) below, that the each Holder shall have the right, at his which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares specified in such Warrants, upon surrender to the Company, or its electionduly authorized agent, in lieu of delivering the Exercise Price in cashsuch Warrants, to instruct the Company in with the form of subscription election to retainpurchase attached thereto duly completed and signed, with signatures guaranteed by an eligible guarantor institution participating in an approved signature guarantee medallion program and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise Company shall issue and to deduct the number of Payment Shares from the shares cause to be delivered with all reasonable dispatch, but in no event later than three trading days following such surrender, to or upon the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average written order of the closing sales prices therefor on the largest securities exchange on which Holder of such shares are traded on the last ten (10) trading days before Warrants and in such datename or names as such Holder may designate, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares number of Common Stock full Shares so purchased for upon the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option exercise of the Holder thereofsuch Warrants, together with cash, as provided in Section 9 of this Agreement, in whole respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or in part (but not as certificates shall be deemed to fractional shares of the Common Stock underlying the Warrants). Warrants may have been issued and any person so designated to be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company named therein shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the a holder of record of the number such Shares as of shares of Common Stock evidenced by such certificate or certificates from the date on which of the Warrant was surrendered surrender of Warrants and payment of the Exercise Price was made irrespective as aforesaid; provided, however, that if, at the date of surrender of such Warrants, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which such books shall next be opened (whether before, on or after the stock Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Company are closed, such person Warrants shall be deemed to have become the holder of such shares exercisable, at the close election of business on the next succeeding date on which Holder(s) thereof, either in full or from time to time in part and, in the stock transfer books are openevent that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable Subject to the order provisions of the Company; PROVIDEDthis Agreement, HOWEVER, that the Holder each registered holder of Warrants shall have the right, at his or its election, which right may be exercised as in lieu of delivering the Exercise Price in cashsuch Warrants as expressed, to instruct purchase from the Company, and the Company in shall issue and sell to such registered holder of Warrants, the form of subscription to retain, in payment of the Exercise Price, a number of fully paid and nonassessable shares of Common Stock (the "Payment Shares") equal specified in such Warrants, upon surrender to the quotient Company at the office of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) Agent, with the "Average Closing Price" as form of election to purchase on the reverse side thereof duly completed and signed, and upon payment to the Warrant Agent for the account of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment Company of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by certified check, bank draft, or postal or express money order, payable in United States dollars, to the order of the Company. Subject to the provisions of Paragraph 8 hereof, upon such certificate or certificates from the date on which the Warrant was surrendered surrender of Warrants and payment of the Exercise Price was made irrespective as aforesaid, the Company, acting through the Warrant Agent, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the date of delivery registered holder of such certificateWarrants and in such name or names as such registered holder may designate, except that, if a certificate or certificates for the date number of full shares of Common Stock so purchased upon the exercise of such surrender Warrants. Such certificates shall be deemed to have been issued, and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become the a holder of record of such shares Common Stock, as of the date of surrender of such Warrants and payment of the Exercise Price, as aforesaid; provided, however, that if, at the close date of business on surrender of such Warrants and the next succeeding payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Common Stock in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the stock Company shall be under no duty to deliver any certificate for such shares; provided further, however, that the transfer books are openaforesaid, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The right of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or, from time to time, for only part of the Common Stock specified therein, and in the event that any Warrant is exercised in respect of less than all of the Common Stock specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued for the remaining number of Common Stock specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Paragraph 5 and of Paragraph 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purposes. Notwithstanding anything contained herein to the contrary, no Warrant may be exercised if the issuance of Common Stock in connection therewith would constitute a violation of the registration provisions of federal or state securities laws. Upon thirty (30) days prior written notice to all holders of the Warrants, the Company shall have the right to reduce the exercise price and/or extend the term of the Warrants in compliance with the requirements of Rule 13e-4 to the extent applicable.

Exercise of Warrants. The Warrants initially are exercisable registered holder of each Warrant shall have the right, which may be exercised as in such Warrant expressed, to purchase from the Company (and the Company shall issue and sell to such registered holder) the number of Shares specified in such Warrants, upon surrender to the Company, at the Exercise Price (subject office in _____________________________ of the Warrant Agent of such Warrant, with the form of election to adjustment as provided purchase on the reverse thereof duly filled in SECTION 6 hereof) per share and signed, and upon payment to the Warrant Agent for the account of Common Stockthe Company of the warrant exercise price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Payment of such warrant exercise price may be made in cash, or by certified check or bank draft or postal or express money order, payable by certified or official bank cashier's check payable in United States dollars, to the order of the CompanyWarrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and payment of the warrant exercise price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in such name or names as such registered holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of such Warrants and payment of the warrant exercise price as aforesaid; PROVIDED, HOWEVER, that the Holder shall have the rightif, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of surrender of such Warrants and payment of such warrant exercise price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such warrant exercise price shall be effective to deduct constitute the number of Payment Shares from the shares person so designated to be delivered to the Holder. "Average Closing Price" means, named therein as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date Shares on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificatedate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, but shall be effective to constitute such person shall be deemed to have become as the holder of record of such shares Shares for all purposes at the close opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the stock transfer books are openCompany shall be under no duty to deliver any certificate for such Shares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. The (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (the "Exercise Date") to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants initially are exercisable at to be exercised, (ii) an election to purchase the Warrant Shares ("Election to Purchase"), properly completed and executed by the Holder on the reverse of the Warrant Certificate and (iii) the Exercise Price (subject for each Warrant to adjustment as provided be exercised in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order lawful money of the Company; PROVIDEDUnited States of America by bank wire transfer in immediately available funds. If any of (a) the Warrant Certificate, HOWEVER(b) the Election to Purchase, that the Holder shall have the right, at his or its election, in lieu of delivering (c) the Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in cash, to instruct respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the form Holder and the Company. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of subscription to retain, the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price, a number of shares of Common Stock (Price in the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which account with the Warrant is then being exercised divided by (ii) Agent for such purpose and shall advise the "Average Closing Price" as Company at the end of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange each day on which such shares are traded on funds for the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average received of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election amount so deposited to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openits account.

Exercise of Warrants. The Subject to the provisions of this Agreement, each registered holder of Warrants initially are exercisable shall have the right to purchase from the Company, and the Company shall issue and sell to such registered holder, the number of fully paid and nonassessable shares of Common Stock of the Company specified in the Warrants, upon surrender to the Company at the Exercise Price (subject office of the Warrant Agent of such Warrants, with the form of election to adjustment purchase the Warrants filled out and signed, and upon payment to the Company of the Warrant Price, as provided specified herein. Any Warrant may be exercised in SECTION 6 hereof) per share whole or in part. In the event of Common Stockexercise in part, payable the Warrant Agent shall issue and deliver to the Warrant Holder another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of Warrants shall be in cash or by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part for a period of five years beginning at the Closing of the shares of Offering. No adjustment shall be made for any dividends on any Common Stock represented therebyissuable upon exercise of any Warrant. In the case Subject to Section 5 hereof, upon surrender of Warrants and payment of the purchase of less than all the securities purchasable under any Warrant CertificatePrice, the Company shall cancel said Warrant Certificate issue and cause to be delivered with all reasonable dispatch to, or upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance written order of the securities purchasable thereunderregistered holder of Warrants exercised, and in such name or names as the holder shall designate, a certificate or certificates representing the shares so purchased, together with cash, as provided in Section 11 hereof, in respect of any fraction of a share of Common Stock otherwise issuable upon surrender. With respect to any such exercise, the Holder Such certificate or certificates shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered been issued, and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become the a holder of record of such shares shares, as of the date of surrender of the Warrants and the payment of the Warrant Price; provided, however, that if, at the close date of business surrender of such Warrants and the payment of such Warrant Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date of which such books shall be opened, whether before, on, or after 5:00 p.m., Utah time, on the next succeeding date respective dates of expiration of the Warrants, and until such date, the Company shall have no obligation or duty to deliver any certificate for such shares; provided, further, however, that the transfer books, unless otherwise required by law or applicable rule of any national securities exchange, or bylaw of the Company, shall not be closed at any one time for a period in excess of 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on which behalf of the Company for such purpose. The Company shall pay all taxes and other governmental charges (other than income tax) that may be imposed in respect of the issue or delivery of the shares issued upon the exercise of any Warrants. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of the any certificate for shares in any name other than that of the Warrant holder surrendered in connection with the purchase of such shares, and in such case neither the Company nor the Warrant Agent shall be required to issue or deliver any stock transfer books are opencertificate until such tax or other charge has been paid or it has been established to the Company's satisfaction that no tax or charge is due.

Exercise of Warrants. The During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3 hereof, each Holder may, subject to this Agreement, exercise from time to time some or all of the Warrants initially are exercisable evidenced by its Warrant Certificate(s) by (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc. (the "NASD"), and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price (subject for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to adjustment as provided the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made in SECTION 6 hereof) per share cash by wire transfer of Common Stock, payable immediately available funds to the Warrant Agent for the account of the Company or by certified or official bank cashier's check payable or checks to the order of the Company or by any combination thereof or by such other form or method of payment acceptable to the Warrant Agent. Upon the exercise of any Warrants in accordance with this Agreement, the Company shall cause the Warrant Agent, on the Company; PROVIDED's behalf, HOWEVERto issue and deliver with all reasonable dispatch, that to or upon the written order of the Holder shall have and in such name or names as the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise PriceHolder may designate, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by certificate or certificates for the number of shares as to which full Warrant Shares issuable upon the exercise of such Warrants and shall take such other actions or cause the Warrant is then being exercised divided by Agent to take such other actions at the Company's sole expense as are necessary to complete the exercise of the Warrants (ii) the "Average Closing Price" including, without limitation, payment of any cash with respect to fractional interests required under Section 10.1 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 date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market Systemexercised hereunder. Each Warrant Share, the average of the sales prices therefor on the last twenty (20) trading days before the date of when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive rights. Upon surrender In the event that less than all of the Warrants evidenced by a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016)are exercised, the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") thereof shall be entitled to receive a certificate new Warrant Certificate or certificates for Certificates as specified by such Holder evidencing the shares remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the provisions of Common Stock so purchased for the Warrants so exercisedthis Section 4.2 hereof and of Section 3 hereof. The purchase rights represented Company, whenever required by each the Warrant Certificate are exercisable at Agent, will supply the option Warrant Agent with Warrant Certificates duly executed on behalf to the Company for such purpose. Upon delivery of the Holder thereof, Warrant Shares issuable upon exercise in whole or in part (but not as to fractional shares accordance herewith and of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any required new Warrant CertificateCertificates, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless direct the Warrant has expired, Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall execute then be disposed of by the Warrant Agent in a manner permitted by applicable laws and deliver a new satisfactory to the Company in accordance with its written instructions to the Warrant Certificate of like tenor for Agent. The Warrant Agent shall account promptly to the balance of the securities purchasable thereunder. With Company with respect to any such exercise, Warrants exercised and concurrently pay to the Holder shall for Company all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced amounts received by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery Agent upon exercise of such certificate, except that, if Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the date Holders during normal business hours at its office. The Company shall at its sole expense supply the Warrant Agent from time to time with such numbers of such surrender and payment is a date on which copies of this Agreement as the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openWarrant Agent may reasonably request.

Exercise of Warrants. 1.1 During any one-month period, specified by the Company in a Put Notice (The Warrants initially are exercisable Exercise Period), delivered to the Warrant holder, and prior to 4:30 p.m. Eastern Standard Time on the Expiration Date, the Warrant holder shall, during such Exercise Period exercise the Outstanding Amount of this Warrant by delivering to the Company a Notice of Exercise duly executed and completed by Warrant holder, at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order office of the Company; PROVIDED, HOWEVERattention: Xx. Xxxxx Fayle, that the Holder shall have the rightSecretary/Treasurer, at his or its election, together with payment in lieu of delivering the Exercise Price full in cash, to instruct the Company in the form of subscription to retain, in payment lawful money of the Exercise PriceUnited States, a of the portion of the Outstanding Amount of the Warrant being exercised by such Notice of Exercise. Such payment shall be made by wire transfer of immediately available funds to the account of Phoenix Resources Technologies, Inc. at Whatcom State Bank, Point Xxxxxxx Branch, 000 Xxxx Xxxxx, Xxxxx Xxxxxxx, WA 98281 Account No.: 0000000000 ABA Wire Code No: 000000000. Upon exercise, the Warrant holder shall receive the number of shares of Common Stock (the "Payment Shares") Shares equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then Outstanding Amount being exercised divided by (ii) the "Average Closing applicable Exercise Price" as . Upon receipt of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificateaforesaid payment, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless issue instructions to its transfer agent to issue such Shares to the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance holder within five (5) business days of the securities purchasable thereunderCompany's receipt of such payment. With respect Provided that the entire Outstanding Amount during any Exercise Period is exercised, and subject to any such exercisethe other restrictions contained in this Warrant or in the Equity Line Agreement dated April 12, 2000 between the Company and the Warrant holder, the Holder timing and number of Notices of Exercise delivered by the Warrant holder to the Company shall for all purposes be deemed to have become at the holder of record discretion of the number Warrant holder. The Company may treat any Notice of shares of Common Stock evidenced Exercise received by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall it by facsimile after 4:30 p.m. Eastern Standard Time to be deemed to have become the holder of such shares at the close of business received on the next succeeding business day. Any Outstanding Amount that is not exercised during the relevant Exercise Period shall not be carried forward and may not be exercised at a later date on which without the stock transfer books are openprior written approval of the Company.

Exercise of Warrants. The During the Exercise Period, each Holder may, subject to this Agreement, exercise from time to time some or all of the Warrants initially are exercisable evidenced by its Warrant Certificate(s) by (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered security exchange or the National Association of Securities Dealers, Inc. (the "NASD"), or, to the extent held in "street" name, Holder shall comply with applicable law, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price (subject to adjustment as provided for the number of Warrant Shares in SECTION 6 hereofrespect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) per share of Common Stock, payable by certified or official bank cashier's check payable are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is received by the Warrant Agent. Payment of the aggregate Exercise Price shall be made in cash by wire transfer of immediately available funds to the Warrant Agent for the account of the Company. Upon the exercise of any Warrants in accordance with this Agreement, the Company shall issue and cause to be delivered promptly, to or upon the written order of the Company; PROVIDEDHolder and in the name of the Holder, HOWEVERa certificate or certificates for the number of full Warrant Shares issuable upon exercise of such Warrants, that and shall take such other actions as are reasonably necessary to complete the exercise of such Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 10 hereof). The Warrant Agent shall have no responsibility or liability for such issuance or the determination of the number of Warrant Shares issuable upon such exercise. The certificate or certificates representing such Warrant Shares shall have been issued and the Holder shall be deemed to have the right, at his or its election, in lieu become a holder of delivering the Exercise Price in cash, to instruct the Company in the form record of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the such Warrant is then being exercised divided by (ii) the "Average Closing Price" Shares as of the date of exercise and to deduct such Warrants are exercised in accordance with the number of Payment Shares from the shares to be delivered to the Holderterms hereunder. "Average Closing Price" meansEach Warrant Share, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable and shall be delivered free and clear of all claims, liens, charges, security interests or encumbrances of any kind, including without limitation any preemptive or similar rights. Upon surrender In the event that less than all of the Warrants evidenced by a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016)are exercised, the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") thereof shall be entitled to receive a certificate new Warrant Certificate or certificates for Certificates as specified by such Holder evidencing the shares remaining Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrants pursuant to the provisions of Common Stock so purchased for the Warrants so exercisedthis Section 4.2 hereof and of Section 3 hereof. The purchase rights represented Company, whenever required by each the Warrant Certificate are exercisable at Agent, will supply the option Warrant Agent with Warrant Certificates duly executed on behalf to the Company for such purpose. Upon delivery of the Holder thereof, Warrant Shares issuable upon exercise in whole or in part (but not as to fractional shares accordance herewith and of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any required new Warrant CertificateCertificates, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless direct the Warrant has expired, Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall execute then be disposed of by the Warrant Agent in a manner permitted by applicable law and deliver a new satisfactory to the Company in accordance with its written instructions to the Warrant Certificate of like tenor for Agent. The Warrant Agent shall inform promptly the balance of the securities purchasable thereunder. With Company with respect to any such exercise, Warrants exercised and concurrently pay to the Holder shall for Company all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced amounts received by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery Agent upon exercise of such certificate, except that, if Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the date Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of such surrender and payment is a date on which copies of this Agreement as the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openWarrant Agent may reasonably request.

Exercise of Warrants. The Warrants initially are exercisable Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share address of Common Stock, payable by certified or official bank cashier's check payable to the order Holder appearing on the books of the Company; PROVIDED, HOWEVER, that ) of a duly executed facsimile copy (or e-mail attachment) of the Holder shall have the right, at his or its election, in lieu Notice of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of annexed hereto. Within the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient earlier of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by two (2) Trading Days and (ii) the "Average Closing Price" number of Trading Days comprising the Standard Settlement Period (as of defined in Section 2(d)(i) herein) following the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchangeaforesaid, the average of Holder shall deliver the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the aggregate Exercise Price for the shares specified in the applicable Notice of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder Exercise by wire transfer drawn on a United States or any subsequent registered holder or holders Israeli bank. No ink-original Notice of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") Exercise shall be entitled required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercisecontrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for all purposes be deemed cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have become the holder effect of record lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered Shares purchased and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and payment is a date on which the stock transfer books any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Company are closedprovisions of this paragraph, such person shall following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be deemed to have become less than the holder of such shares at the close of business amount stated on the next succeeding date on which the stock transfer books are openface hereof.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable Subject to the order provisions of the Company; PROVIDEDthis Agreement, HOWEVER, that the Holder each registered holder of Warrants shall have the right, at his or its electionwhich right may be exercised as in such Warrants expressed, in lieu during the five year period commencing thirty days from the date of delivering the Exercise Price in cashCompany's Prospectus dated _________ ____, 2001 ("Prospectus") to instruct purchase from the Company, and the Company shall issue and sell to such registered holder of Warrants, the number of fully paid and non-assessable shares of Common Stock specified in such Warrants, upon surrender to the Company at the office of the Warrant Agent, with the form of subscription election to retainpurchase on the reverse side thereof duly completed and signed, in and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" meanshereinafter defined, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by certified check, bank draft, or postal or express money order, payable in United States dollars, to the order of the Company. Subject to the provisions of Paragraph 8 hereof, upon such certificate or certificates from the date on which the Warrant was surrendered surrender of Warrants and payment of the Exercise Price was made irrespective as aforesaid, the Company, acting through the Warrant Agent, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the date of delivery registered holder of such certificateWarrants and in such name or names as such registered holder may designate, except that, if a certificate or certificates for the date full number of shares of Common Stock so purchased upon the exercise of such surrender Warrants. Such certificates shall be deemed to have been issued, and payment is a date on which the stock transfer books of the Company are closed, such any person so designated to be named therein shall be deemed to have become the a holder of record of such shares Common Stock, as of the date of surrender of such Warrants and payment of the Exercise Price, as aforesaid; provided, however, that if, at the close date of business on surrender of such Warrants and the next succeeding payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the stock Company shall be under no duty to deliver any certificate for such shares; provided further, however, that the transfer books aforesaid, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The right of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or, from time to time, for part of the shares specified therein, and in the event that any Warrant is exercised in respect of less than all of the shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued for the remaining number of Common Stock specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Paragraph 5 and of Paragraph 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purposes. Notwithstanding anything contained herein to the contrary, no Warrant may be exercised if the issuance of Common Stock in connection therewith would constitute a violation of the registration provisions of federal or state securities laws. The Company will use its best efforts to file and keep effective a current prospectus which will permit the purchase and sale of the Warrants and the Common Stock underlying the Warrants. In addition, the Company will use its best efforts to qualify for sale the Warrants and the Common Stock underlying the Warrants in those states in which the Warrants and the Common Stock are opento be offered. Upon thirty (30) days' prior written notice to all holders of the Warrants, the Company shall have the right to reduce the exercise price and/or extend the term of the Warrants in compliance with the requirements of Rule 13e-4 to the extent applicable.

Exercise of Warrants. The To exercise the Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in SECTION 6 hereof) per share of Common Stockwhole or in part, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, deliver to instruct the Company in the form of subscription to retain, in payment at its principal office (a) a written notice of the Exercise PriceHolder's election to exercise this Warrant, a which notice shall specify the number of shares of Common Stock to be purchased, (b) cash or a certified check payable to the "Payment Shares") Company in an amount equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The aggregate purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record price of the number of shares of Common Stock evidenced by being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates from representing the date on which aggregate number of shares of Common Stock specified in such notice. The stock certificate or certificates so delivered shall be in the Warrant was surrendered denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and payment shall be issued in the name of the Exercise Price was made irrespective of the date of delivery of Holder or such certificate, except that, if the date of other name as shall be designated in such surrender and payment is a date on which the stock transfer books of the Company are closed, such person notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become the a holder of record of such shares as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the close time of business delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the next succeeding date on which same returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issue and delivery of such stock certificates and new Warrants, except that, in case such stock certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer books taxes that are openpayable upon the issuance of such stock certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrant.