Common use of Cash Exercise Clause in Contracts

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period by (i) the surrender of this Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This The purchase rights represented by this Warrant may be exercised by the Holder at any time during the Exercise Period term hereof, in whole or in part, by (i) the surrender of this Warrant and delivery of a completed and duly executed Exercise Notice, in a form consistent with the terms of this Warrant as set forth in Exhibit A hereto, accompanied by payment to the CompanyCompany of an amount equal to the Exercise Price multiplied by the number of shares exercised, with which amount may be paid, at the Notice of Exercise annexed hereto duly completed and executed on behalf election of the Holder, at by wire transfer, delivery of a check payable to the office order of the Company (or such other office or agency delivery of a promissory note made by the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified whole or bank cashier’s check, cancellation of indebtednesspartial cancellation, or by any combination of the foregoing, to the principal offices of the Exercise Price Company. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and satisfies all of the requirements of this Section A. Upon such exercise, the Holder will be deemed a shareholder of record of those Warrant Shares for which the Warrant has been exercised with all rights of a shareholder (including, without limitation, all voting rights with respect to such Warrant Shares and all rights to receive any dividends with respect to such Warrant Shares). If # this Warrant is to be exercised in respect of less than all of the Warrant Shares covered hereby, the Holder shall be entitled to receive a new warrant covering the number of Warrant Shares specified in the Notice respect of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall not have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver and for which it remains subject to the Holder a exercise. Such new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant warrant shall be in all other respects be identical with to this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period by (i) the surrender of this Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable practicable, and in any event within 10 days, thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This The purchase rights represented by this Warrant may be exercised by the Holder during the Exercise Period Holder, in whole or in part, at any time or from time to time, by (i) the surrender of this Warrant (together with a duly executed notice of exercise (the “Notice of Exercise”) in the form attached hereto as Exhibit A) at the Company’s offices at 0000 Xxxxxx Xxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000 (as such address may be updated from time to time by means of written notice to the CompanyHolder pursuant to Section 5(c) hereof), with and by payment to the Notice Company of an amount (the “Aggregate Exercise annexed hereto duly completed and executed on behalf Price”) equal to the Exercise Price multiplied by the number of the Shares being purchased (subject to Section 4(d)), which amount may be paid, at the election of the Holder, at by (i) wire transfer or check payable to the office order of the Company, (ii) cancellation by the Holder of indebtedness or other obligations of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at pursuant to a written agreement reasonably acceptable to the address Company or (iii) any combination of the Holder appearing on the books of the Company(i) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America). The Company agrees that Holder in whose name any certificate, representing the Shares issuable upon any exercise of this Warrant will be issued shall be deemed to have become the holder of record of, and shall be treated for all purposes as the record holder of, the Shares represented thereby (and such Warrant Shares shall be deemed to be issued have been issued) immediately prior to the Holder as the record holder of such Warrant Shares as of the close of business on the date on or dates upon which such surrender and payment are made. Notwithstanding the foregoing, if an exercise of all or any portion of this Warrant shall have been surrendered and payment is being made for in connection with a proposed Public Offering or in connection with any proposed Sale of the Warrant Shares Corporation (as aforesaid. A stock certificate or certificates for the Warrant Shares specified defined in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, Fourth Amended and Restated Certificate of Incorporation of the Company shallas amended from time to time (the “Certificate”)) or any proposed sale of outstanding shares of Common Stock, then, at the time of delivery election of the stock certificate Holder, such exercise may be conditioned solely upon the consummation of the Public Offering, Sale of the Corporation or certificatessale, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, in which new Warrant shall in all other respects be identical with this Warrant. No adjustments case such exercise shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock effective immediately prior to the date as consummation of which the Holder shall be deemed to be Public Offering, Sale of the record holder Corporation or sale. As used in this Section 2, the term “person” means any individual or any corporation, partnership, trust, limited liability company or other entity or organization of such Warrant Sharesany kind.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period by (i) the surrender of this Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable practicable, and in any event within 10 days, thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form, (A) by cash, wire transfer of immediately available funds to a bank account specified by the Company, ; (B) by certified or bank cashier’s 's check, ; (C) by cancellation of indebtednessindebtedness under the Loan Agreement, or by (D) of any combination other amount due to the Warrantholder under any other contract (including any purchase order) pursuant to which the Warrantholder does business with the Company not paid within twenty (20) days of when due, or as otherwise mutually agreed to between the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of Americaparties. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable thereafterpracticable. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant Holder may be exercised exercise this Warrant, in whole or in part, by the Holder during the Exercise Period by (i) the surrender of this Warrant delivering to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of Company’s principal offices at the Company (address set forth in Section 17.2(b) or at such other office or agency of designated by the Company as it may designate by pursuant to Section 13; the following: (i) a written notice in writing of Holder’s election to exercise this Warrant specifying the Holder at the address number of the Holder appearing on the books Shares of the Company) and Series B Preferred Stock to be purchased, (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the aggregate Exercise Price for the number Shares of Series B Preferred Stock for which the Warrant Shares specified is being exercised; and (iii) this Warrant or the evidence and indemnity required by Section 12. Such notice shall be substantially in the Notice of Exercise in lawful money form of the United States Subscription Form attached to this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate reflecting Holder’s ownership of Americathe aggregate number Shares of Series B Preferred Stock issuable upon such exercise, together with cash in lieu of any fraction of a Share of Series B Preferred Stock, as hereinafter provided in Section 2.3. The Company agrees that shall update its records to reflect ownership of such Shares of Series B Preferred Stock in the name of Holder or such other name as shall be designated in the notice. This Warrant Shares shall be deemed to have been exercised and such Shares of Series B Preferred Stock shall be issued deemed to the have been issued, and Holder as the record or any other Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares of Series B Preferred Stock for all purposes, as of the close date the notice, together with payment of business on the date on which aggregate Exercise Price and this Warrant shall Warrant, is received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such Shares of Series B Preferred Stock have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterpaid. If this Warrant shall have has been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificatesrepresenting the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of Holder to purchase the remaining Warrant Sharesunpurchased Shares of Series B Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to Holder. No adjustments Payment of the Exercise Price shall be made on Warrant Shares issuable on at the exercise option of this Warrant for any dividends Holder by certified or distributions paid official bank check or payable to holders by wire transfer of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesimmediately available funds.

Cash Exercise. This Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the Holder during the Exercise Period by (i) the in whole or in part at any time upon surrender of this the Warrant, together with delivery of the duly executed Warrant exercise form attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified check or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company, with the Notice of Exercise annexed hereto duly completed and executed Company during normal business hours on behalf of the Holder, any business day at the office of the Company Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of holder hereof). The Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares so purchased shall be deemed to be issued to the Holder holder hereof or such holder’s designee, as the record holder owner of such Warrant Shares shares, as of the close of business on the next business day after the date on which this Warrant shall have been surrendered (or evidence of loss, theft or destruction thereof and payment made security or indemnity satisfactory to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered. Certificates for the Warrant Shares as aforesaid. A stock certificate or certificates for so purchased, representing the Warrant Shares aggregate number of shares specified in the Exercise Form Agreement, shall be delivered to the Holder holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as promptly may be requested by the holder hereof and shall be registered in the name of such holder or such other name as practicable thereaftershall 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 the stock certificate or such certificates, deliver to the Holder holder a new Warrant evidencing representing the rights number of shares with respect to purchase the remaining Warrant Shares, which new this Warrant shall not then have been exercised. As used herein, “business day” means a day, other than a Saturday or Sunday, on which banks in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on New York City are open for the exercise general transaction of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesbusiness.

Cash Exercise. This Warrant Holder may be exercised exercise this Warrant, in whole or in part, by the Holder during the Exercise Period by (i) the surrender of this Warrant delivering to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of Company’s principal offices at the Company (address set forth in Section 17.2(b) or at such other office or agency of designated by the Company as it may designate by pursuant to Section 13; the following: (i) a written notice in writing of Holder’s election to exercise this Warrant specifying the Holder at the address number of the Holder appearing on the books Shares of the Company) and Series A Preferred Stock to be purchased, (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the aggregate Exercise Price for the number Shares of Series A Preferred Stock for which the Warrant Shares specified is being exercised; and (iii) this Warrant or the evidence and indemnity required by Section 12. Such notice shall be substantially in the Notice of Exercise in lawful money form of the United States Subscription Form attached to this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate reflecting Holder’s ownership of Americathe aggregate number Shares of Series A Preferred Stock issuable upon such exercise, together with cash in lieu of any fraction of a Share of Series A Preferred Stock, as hereinafter provided in Section 2.3. The Company agrees that shall update its records to reflect ownership of such Shares of Series A Preferred Stock in the name of Holder or such other name as shall be designated in the notice. This Warrant Shares shall be deemed to have been exercised and such Shares of Series A Preferred Stock shall be issued deemed to the have been issued, and Holder as the record or any other Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares of Series A Preferred Stock for all purposes, as of the close date the notice, together with payment of business on the date on which aggregate Exercise Price and this Warrant shall Warrant, is received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such Shares of Series A Preferred Stock have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterpaid. If this Warrant shall have has been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificatesrepresenting the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of Holder to purchase the remaining Warrant Sharesunpurchased Shares of Series A Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to Holder. No adjustments Payment of the Exercise Price shall be made on Warrant Shares issuable on at the exercise option of this Warrant for any dividends Holder by certified or distributions paid official bank check or payable to holders by wire transfer of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesimmediately available funds.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form, (A) by cash, wire transfer of immediately available funds to a bank account specified by the Company, ; (B) by certified or bank cashier’s 's check, ; (C) by cancellation of indebtednessindebtedness under the Credit Agreement, or by (D) of any combination other amount due to the Warrantholder under any other contract (including any purchase order) pursuant to which the Warrantholder does business with the Company not paid within twenty (20) days of when due, or as otherwise mutually agreed to between the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of Americaparties. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable thereafterpracticable. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This The purchase rights represented by this Warrant may be exercised by the Holder at any time during the Exercise Period term hereof, in whole or in part, by (i) the surrender of this Warrant and delivery of a completed and duly executed Notice of Cash Exercise, in the form attached as Exhibit A hereto, accompanied by payment to the CompanyCompany of an amount equal top the Exercise Price then in effect multiplied by the number of Warrant Shares to be purchased by the Holder in connection with such cash exercise of this Warrant, with which amount may be paid, at the Notice of Exercise annexed hereto duly completed and executed on behalf election of the Holder, at by wire transfer, delivery of a check payable to the office order of the Company (or such other office or agency delivery of a promissory note made by the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified whole or bank cashier’s check, cancellation of indebtednesspartial cancellation, or by any combination of the foregoing, to the principal offices of the Exercise Price Company. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and satisfies all of the requirements of this Section 1. Upon such exercise, the Holder will be deemed a shareholder of record of those Warrant Shares for which the Warrant has been exercised with all rights of a shareholder (including, without limitation, all voting rights with respect to such Warrant Shares and all rights to receive any dividends with respect to such Warrant Shares). If this Warrant is to be exercised in respect of less than all of the Warrant Shares covered hereby, the Holder shall be entitled to receive a new warrant covering the number of Warrant Shares specified in the Notice respect of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall not have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver and for which it remains subject to the Holder a exercise. Such new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant warrant shall be in all other respects be identical with to this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period by (i) the ------------- surrender of this Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable practicable, and in any event within ten (10) days, thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Subject to Section 2 hereof, the purchase right represented by this Warrant may be exercised by Holder hereof, in whole or in part, by delivery (pursuant to Section 17) to the Company of a duly executed Notice of Exercise in substantially the form attached hereto, provided that, within three (3) trading days following the date of such exercise, Holder during shall surrender the Exercise Period by (i) the surrender original of this Warrant and pay to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cashcertified or bank check, or wire transfer of immediately available funds funds, an amount equal to a bank account specified the then applicable Warrant Price per share multiplied by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified then being purchased. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of stock so purchased shall be in the Notice name of, and delivered to, Holder hereof, or as such Holder may direct (subject to the terms of Exercise in lawful money transfer contained herein and upon payment by such Holder hereof of any applicable transfer taxes). Such delivery shall be made within 10 trading days after exercise of this Warrant and at Company’s expense and, unless this Warrant has been fully exercised or expired, a new Warrant having terms and conditions substantially identical to this Warrant and representing the portion of the United States Warrant Shares, if any, with respect to which this Warrant shall not have been exercised, shall also be issued to Holder hereof within 10 days after exercise of Americathis Warrant. The Company agrees that such Warrant Shares shall be deemed to have been issued and Holder or its designee shall be issued deemed to the Holder as the have become a holder of record holder of such Warrant Shares for all purposes as of the close date the Notice of business on the date on which Exercise of this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be is delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant SharesCompany.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder by ------------- (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This The purchase rights represented by this Warrant may be exercised by the Holder at any time during the Exercise Period term hereof, in whole or in part, by (i) the surrender of this Warrant and delivery of a completed and duly executed Notice of Cash Exercise, in a form consistent with the terms of this Warrant, accompanied by payment to the CompanyCompany of an amount equal to full payment for the shares being purchased, with which amount may be paid, at the Notice of Exercise annexed hereto duly completed and executed on behalf election of the Holder, at by wire transfer, delivery of a check payable to the office order of the Company (or such other office or agency delivery of a promissory note made by the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified whole or bank cashier’s check, cancellation of indebtednesspartial cancellation, or by any combination of the foregoing, to the principal offices of the Exercise Price Company. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and satisfies all of the requirements of this Section A. Upon such exercise, the Holder will be deemed a shareholder of record of those Warrant Shares for which the Warrant has been exercised with all rights of a shareholder (including, without limitation, all voting rights with respect to such Warrant Shares and all rights to receive any dividends with respect to such Warrant Shares). If this Warrant is to be exercised in respect of less than all of the Warrant Shares covered hereby, the Holder shall be entitled to receive a new warrant covering the number of Warrant Shares specified in the Notice respect of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall not have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver and for which it remains subject to the Holder a exercise. Such new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant warrant shall be in all other respects be identical with to this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant The Holder may be exercised exercise this Warrant, in whole or in part, by delivering to the Holder during Company, at any time prior to the Exercise Period by Expiration Time: (i) a completed and signed Notice of Exercise, as attached hereto as Schedule A (including the surrender Substitute Form W-9, which forms a part thereof, the “Notice of Exercise”); (ii) cash in an amount equal to the product of (x) the Exercise Price (as this may be adjusted pursuant to Section 2 hereof), and (y) the number of Warrant Shares being purchased pursuant to such Notice of Exercise (such product, rounded up to the nearest dollar, the “Aggregate Exercise Price”); and (iii) this Warrant to the Companyfollowing address: First Michigan Bancorp, with the Notice of Exercise annexed hereto duly completed Inc. 0000 X. Xxx Xxxxxx Xxxx, Xxxxx 000 Xxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxx, President and executed on behalf Chief Executive Officer Upon payment in good collected funds of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Aggregate Exercise Price for the Warrant Shares being purchased, the Holder shall be deemed to be the holder of record of such Warrant Shares for all purposes, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares have not been issued or delivered to the Holder. The Company shall, as promptly as practicable after completion of the actions specified in this Section 1.3(a), cause to be executed, and shall deliver to the Holder, a certificate representing the aggregate number of Warrant Shares specified in the Notice of Exercise Exercise. Each certificate for Warrant Shares so delivered shall be in lawful money such denomination as may be requested by the Holder and shall be registered in the name of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterHolder. If this Warrant shall have been exercised only in part, then the Company shall, at the time of delivery of the stock said certificate or certificates, also deliver to the Holder a new Warrant evidencing the rights to purchase the remaining outstanding unexercised balance of Warrant Shares. The Company shall pay all expenses, which new Warrant shall stock transfer taxes and other charges payable in all other respects be identical connection with this Warrant. No adjustments shall be made on the preparation, execution and delivery of such certificates for Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesand new Warrants, if any.

Cash Exercise. This Warrant The Holder may be exercised by the Holder exercise this Warrant, in whole or in part and at any time and from time to time during the Exercise Period Period, by delivering to the Issuer at the Issuer’s principal offices at the address set forth in the Warrant Agreement: (i) a written notice of the Holder’s election to exercise this Warrant specifying the number of Shares to be purchased, (ii) payment of the Warrant Price and (iii) this Warrant. “Warrant Price” shall mean an amount equal to (i) the surrender number of this Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf Shares being purchased upon any exercise of the HolderWarrant pursuant to this Section 2, at the office of the Company (or such other office or agency of the Company as it may designate multiplied by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment Exercise Price as adjusted pursuant to the Company, for the account terms of the CompanyWarrant as of the date of such exercise. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Annex A, by cash, wire transfer of immediately available funds to a bank account specified duly executed by the CompanyHolder or its agent or attorney. Upon receipt thereof, certified the Issuer shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or bank cashiercause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates reflecting the Holder’s check, cancellation of indebtedness, or by any combination ownership of the foregoingaggregate number of Shares issuable upon such exercise, together with cash in lieu of any fraction of a Share, as hereinafter provided in Section 2.5. The Share certificate or certificates so delivered shall be in such denomination or denominations as the Holder shall request in the notice and shall be registered in the name of the Exercise Price for the number of Warrant Shares specified Holder or, subject to any restrictions on Transfer, such other name as shall be designated in the Notice of Exercise in lawful money of the United States of Americanotice. The Company agrees that This Warrant shall be deemed to have been exercised and such Warrant Shares shall be deemed to be issued to have been issued, and the Holder as the record or any other Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the close date of business on the date on which this Warrant shall have been surrendered and payment made for delivery of the Warrant Shares as aforesaid. A stock certificate or certificates for by the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterIssuer. If this Warrant shall have has been exercised only in part, the Company Issuer shall, at the time of delivery of the stock certificate or certificatescertificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining Warrant Sharesunpurchased Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. No adjustments Payment of the Warrant Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2.4, shall be paid by the Holder prior to delivery of the Warrant Shares by the Issuer and shall be made on Warrant Shares issuable on at the exercise option of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder by certified or official bank check or by wire transfer of such Warrant Sharesimmediately available funds.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified cash or by the Company, certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant Holder may be exercised exercise this Warrant, in whole or in part, by the Holder during the Exercise Period by (i) the surrender of this Warrant delivering to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, Company at the office of the Company (Company’s principal offices at 4000 XX 0000 Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 or at such other office or agency of designated by the Company as it may designate by pursuant to Section 12 the following: (i) a written notice in writing of Holder’s election to exercise this Warrant specifying the Holder at the address number of the Holder appearing on the books of the Company) and Shares to be purchased, (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by Warrant Price and (iii) this Warrant. Such notice shall be substantially in the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination form of the foregoingsubscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates reflecting Holder’s ownership of the Exercise Price for the aggregate number of Warrant Shares specified issuable upon such exercise, together with cash in lieu of any fraction of a Share, as hereinafter provided in Section 2.3. The Share certificate or certificates so delivered shall be in such denomination or denominations as Holder shall request in the Notice notice and shall be registered in the name of Exercise Holder or, subject to any restrictions on transfer, such other name as shall be designated in lawful money of the United States of Americanotice. The Company agrees that This Warrant shall be deemed to have been exercised and such Warrant Shares shall be deemed to have been issued, and Holder or any other Person so designated to be issued named therein shall be deemed to the Holder as the record have become a holder of record of such Warrant Shares for all purposes, as of the close date of business on the date on which this Warrant shall have been surrendered and payment made for delivery of the Warrant Shares as aforesaid. A stock certificate or certificates for by the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterCompany. If this Warrant shall have has been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificatescertificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of Holder to purchase the remaining Warrant Sharesunpurchased Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to Holder. No adjustments Payment of the Warrant Price and all taxes required to be paid by Holder, if any, pursuant to Section 2.4, shall be paid by Holder prior to delivery of the Warrant Shares by the Company and shall be made on Warrant Shares issuable on at the exercise option of this Warrant for any dividends Holder by certified bank check or distributions paid or payable to holders by wire transfer of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesimmediately available funds.

Cash Exercise. This Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by in whole or in part at any time prior to the Holder during the Exercise Period by (i) the Expiration Date upon surrender of this Warrant, together with delivery of the duly executed Warrant exercise form attached hereto as Appendix A (the "Exercise Agreement") and payment by cash, certified check or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company, with the Notice of Exercise annexed hereto duly completed and executed Company during normal business hours on behalf of the Holder, any business day at the office of the Company Company's principal executive offices (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of holder hereof). Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares purchased pursuant to this Section 3(a) shall be deemed to be issued to the Holder holder hereof or such holder's designee, as the record holder owner of such Warrant Shares shares, as of the close of business on the date on which this Warrant shall have been surrendered (or evidence of loss, theft or destruction thereof and payment made security or indemnity satisfactory to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered. Certificates for the Warrant Shares as aforesaid. A stock certificate or certificates for so purchased, representing the Warrant Shares aggregate number of shares specified in the Exercise Form Agreement, shall be delivered to the Holder holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as promptly may be requested by the holder hereof and shall be registered in the name of such holder or such other name as practicable thereaftershall 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 the stock certificate or such certificates, deliver to the Holder holder a new Warrant evidencing representing the rights number of shares with respect to purchase the remaining Warrant Shares, which new this Warrant shall not then have been exercised. As used herein, "business day" means a day, other than a Saturday or Sunday, on which banks in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on New York City are open for the exercise general transaction of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesbusiness.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period ------------- Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder exercised, in whole or in part, at any time, or from time to time during the Exercise Period period commencing on the date hereof and expiring 5:00 p.m. Eastern Time on the fifth anniversary of the Base Date (the "Expiration Date"), by (i) the presentation and surrender of this Warrant to the CompanyCompany at its principal office, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, or at the office of its stock transfer agent, if any, with the Company Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or such other office by certified or agency of the Company as it may designate by notice in writing official bank check, payable to the Holder at the address of the Holder appearing on the books order of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares shares specified in such form and instruments of transfer, if appropriate, duly executed by the Notice Holder or his or her duly authorized attorney; provided, however, that, prior to the date which falls nine months after the Base Date, this Warrant may not be exercised with respect to in excess of Exercise in lawful money 50% of the United States maximum amount of America. The Company agrees that such Warrant Shares shall be deemed to be issued Stock issuable under this Warrant and, prior to the first anniversary of the Base Date, this Warrant may not be exercised with respect to in excess of 75% of the maximum amount of Warrant Stock issuable under this Warrant; and, provided, further, that, in the event the entire Loan (as hereinafter defined), and all interest thereon, advanced by the original Holder as of this Warrant pursuant to the record holder of such Warrant Shares Loan Agreement dated as of the close date of business this Warrant (the "Loan Agreement") is satisfied on or prior to the date which falls nine months after the Base Date, this Warrant may not thereafter be exercised with respect to in excess of 50% of the maximum amount of Warrant Stock issuable under this Warrant and, in the event that the entire Loan, and all interest thereon, advanced by the original Holder of this Warrant pursuant to the Loan Agreement is satisfied on or prior to the date which falls on the date on which first anniversary of the Base Date, this Warrant may not thereafter be exercised with respect to in excess of 75% of the maximum amount of Warrant Stock issuable under this Warrant. For purposes hereof, the "Loan" shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified meaning set forth in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterLoan Agreement. If this Warrant shall have been should be exercised only in partpart only, the Company shall, at the time upon surrender of delivery of the stock certificate or certificatesthis Warrant for cancellation, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder thereof to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant. No adjustments shall be made on Warrant Shares issuable on , together with the exercise Exercise Price, at its office, or by the stock transfer agent of this Warrant the Company at its office, in proper form for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which exercise, the Holder shall be deemed to be the record holder of record of the shares of Common Stock issuable upon such Warrant Sharesexercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period by (i) the surrender of this Warrant to the Company at the Company's address given in Section 11(e) below, with the Notice of Exercise annexed attached hereto as Exhibit A duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it the Company may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been is surrendered and payment made for the Warrant Shares in accordance with the provisions hereof, and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as aforesaidthe holder of record of such shares as of the close of business on such date. A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise Form shall be delivered to the Holder as promptly as practicable practicable, and in any event within ten (10) days, thereafter. If this Warrant shall have been is exercised only in part, then the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Warrant Shares, which new Warrant shall be identical to this Warrant in all other respects be identical with this Warrantrespects. No adjustments shall be made on Warrant Shares issuable on Upon Holder's purchase of all the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares, the Company shall physically void the Warrant.

Cash Exercise. This Warrant The Holder may be exercised exercise this Warrant, in whole or in part, by delivering to the Holder during Company, at any time prior to the Exercise Period by Expiration Time: (i) a completed and signed Notice of Exercise, as attached hereto as Schedule A (including the surrender Substitute Form W-9, which forms a part thereof, the “Notice of Exercise”); (ii) cash in an amount equal to the product of (x) the Exercise Price (as this may be adjusted pursuant to Section 2 hereof), and (y) the number of Warrant Shares being purchased pursuant to such Notice of Exercise (such product, rounded up to the nearest dollar, the “Aggregate Exercise Price”); and (iii) this Warrant to the Companyfollowing address: Talmer Bancorp, with the Notice of Exercise annexed hereto duly completed Inc. 0000 X. Xxx Xxxxxx Xxxx, Xxxxx 000 Xxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxx, President and executed on behalf Chief Executive Officer Upon payment in good collected funds of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Aggregate Exercise Price for the Warrant Shares being purchased, the Holder shall be deemed to be the holder of record of such Warrant Shares for all purposes, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares have not been issued or delivered to the Holder. The Company shall, as promptly as practicable after completion of the actions specified in this Section 1.3(a), cause to be executed, and shall deliver to the Holder, a certificate representing the aggregate number of Warrant Shares specified in the Notice of Exercise Exercise. Each certificate for Warrant Shares so delivered shall be in lawful money such denomination as may be requested by the Holder and shall be registered in the name of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterHolder. If this Warrant shall have been exercised only in part, then the Company shall, at the time of delivery of the stock said certificate or certificates, also deliver to the Holder a new Warrant evidencing the rights to purchase the remaining outstanding unexercised balance of Warrant Shares. The Company shall pay all expenses, which new Warrant shall stock transfer taxes and other charges payable in all other respects be identical connection with this Warrant. No adjustments shall be made on the preparation, execution and delivery of such certificates for Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesand new Warrants, if any.

Cash Exercise. This Promptly (and in any event within two (2) Trading Days (as defined below)) after the exercise of any Warrant, the clearance of the funds in payment of the Warrant may be exercised Price or Warrant Price per Warrant Share for each Share being exercised, as applicable, and receipt of a statement by the Holder during Company from an EU licensed (branch of a) bank (the “Confirmation Statement”) confirming that on the day of receipt of payment of the Warrant Price or Warrant Price per Warrant Share exercised, as applicable (or an Exercise Period by (i) Notice for a Net Exercise), the surrender of this Warrant USD amount paid is at least equal to the Companyaggregate nominal value in EUR of all Ordinary Shares A to be issued upon exercise of the Warrant, with the Notice of Exercise annexed hereto duly completed and executed Company (or the Warrant Agent on behalf of the HolderCompany) shall issue to the Registered Holder of such Warrant a book-entry position or certificate, at as applicable, for the office number of full Ordinary Shares A to which such Registered Holder is entitled, registered in such name or names as may be directed by such Registered Holder (which may include, if permitted under applicable law, an account of a participant of the Depository Trust Company (or such other office or agency of that will hold the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, Ordinary Shares A for the account of the CompanyRegistered Holder or its designee), by cashand if such Warrant shall not have been exercised in full, wire transfer of immediately available funds to a bank account specified by the Companynew book-entry position or countersigned Warrant, certified or bank cashier’s checkas applicable, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in as to which such Warrant shall not have been exercised. If fewer than all the Notice of Exercise in lawful money Warrants evidenced by a Book Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary or its nominee for each Book Entry Warrant Certificate, as appropriate, evidencing the balance of the United States Warrants remaining after such exercise. In furtherance of Americathe foregoing, the Warrant Agent agrees to provide prompt notice to the Company (and in any event on the same day in which the wired funds are received by the Warrant Agent) of the amount received in USD from a Registered Holder upon exercise of a Warrant and further agrees to not issue any Ordinary Shares A upon exercise of a Warrant until the Company confirms the applicable Confirmation Statement has been received by the Company. The If the Company agrees that such Warrant Shares shall be deemed fails to issue or cause to be issued to the Registered Holder as or its designee a book entry position for such Ordinary Shares A within such two (2) Trading Day period, then the record holder Registered Holder shall have the right to rescind such exercise (but, for the avoidance of such Warrant doubt, not in the case of an automatic exercise in accordance with Section 3.1(b)), in addition to any other remedies available to the Registered Holder under the Warrant, at law or in equity. For the purposes of this Agreement, “Trading Day” means (i) a day on which the Ordinary Shares A are traded on the Nasdaq Global Select Market (“Nasdaq”), which, as of the close of business on Original Issue Date, is the date national securities exchange or other trading market on which the Ordinary Shares A are primarily listed and quoted for trading (or any successors to the foregoing), (ii) if the Ordinary Shares A are not traded on Nasdaq but are traded on another Trading Market, a day on which the Ordinary Shares A are traded on such other Trading Market (as defined below) and (iii) if the Ordinary Shares A are not traded on Nasdaq or any other Trading Market, any business day. For the purposes of this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate Agreement, “Business Day” means any day other than a Saturday, a Sunday or certificates for the Warrant Shares specified a day on which banks are authorized or required to close in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in partCity of New York, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant SharesNew York.

Cash Exercise. This The Holder may deliver to the Warrant Agent at the Corporate Agency Office (A) a written notice of such Holder’s election to exercise Warrants, duly executed by such Holder in the form set forth on the reverse of, or attached to, such Warrant Certificate, which notice shall specify the number of Warrant Shares to be purchased, (B) the Warrant Certificate evidencing such Warrants and (C) to Computershare, a sum equal to the aggregate Warrant Price for the Warrant Shares into which such Warrants are being exercised, which sum shall be paid in any combination elected by such Holder of (x) certified or official bank checks in New York Clearing House funds payable to the order of the Company and delivered to Computershare at the Corporate Agency Office, or (y) to Computershare, wire transfers in immediately available funds to the account of the Company at such banking institution as the Company shall have given notice to the Warrant Agent and the Holders in accordance with Section 13.1(b); or If fewer than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company. The Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names, subject to the provisions of Article 9, as may be exercised directed in writing by the Holder during Holder, and shall deliver the Exercise Period by (i) the surrender of this new Warrant Certificate to the Person or Persons in whose name such new Warrant Certificate is so registered. The Company, whenever required by the Warrant Agent, will supply the Warrant Agent with the Notice of Exercise annexed hereto Warrant Certificates duly completed and executed on behalf of the Holder, at the office of the Company (or for such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharespurpose.

Cash Exercise. This Warrant Holder may be exercised exercise this Warrant, in whole or in part, by the Holder during the Exercise Period by (i) the surrender of this Warrant delivering to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, Company at the office of the Company (or such Company's principal offices at 11811 Norxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 xx xx xxch other office or agency of designated by the Company as it may designate by pursuant to Section 12 the following: (i) a written notice in writing of Holder's election to exercise this Warrant specifying the Holder at the address number of the Holder appearing on the books of the Company) and Shares to be purchased, (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by Warrant Price and (iii) this Warrant. Holder's exercise notice shall be substantially in the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination form of the foregoingsubscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates reflecting Holder's ownership of the Exercise Price for the aggregate number of Warrant Shares specified issuable upon such exercise, together with cash in lieu of any fraction of a Share, as hereinafter provided in Section 2.4. The Share certificate or certificates so delivered shall be in such denomination or denominations as such Holder shall request in the Notice notice and shall be registered in the name of Exercise Holder or, subject to any restrictions on transfer, such other name as shall be designated in lawful money of the United States of Americanotice. The Company agrees that such This Warrant Shares shall be deemed to have been exercised and such certificate or certificates shall be issued deemed to have been issued, and Holder or any other Person so designated to be named therein (provided that evidence reasonably satisfactory to the Holder as Company has been provided that the record transfer of such Shares to such Person does not violate any transfer restrictions applicable to the Warrant or the Warrant Shares) shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the close date the notice, together with the cash or check or checks and this Warrant, is received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.4 prior to the issuance of business on the date on which this Warrant shall such Shares have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterpaid. If this Warrant shall have has been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificatescertificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of Holder to purchase the remaining Warrant Sharesunpurchased Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to Holder. No adjustments Payment of the Warrant Price shall be made on Warrant Shares issuable on at the exercise option of this Warrant for any dividends Holder by certified or distributions paid official bank check or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesby wire transfer.

Cash Exercise. This Warrant Holder may be exercised exercise this Warrant, in whole or in part, by the Holder during the Exercise Period by (i) the surrender of this Warrant delivering to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, Company at the office of the Company (Company's principal offices at 00000 Xxxx Xxxxxxx, Xxxxxxxxxxx, Xxxxx 00000 or at such other office or agency of designated by the Company as it may designate by pursuant to Section 12 the following: (i) a written notice in writing of Holder's election to exercise this Warrant specifying the Holder at the address number of the Holder appearing on the books of the Company) and Shares to be purchased, (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by Warrant Price and (iii) this Warrant Holder's exercise notice shall be substantially in the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination form of the foregoingsubscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates reflecting Holder's ownership of the Exercise Price for the aggregate number of Warrant Shares specified issuable upon such exercise, together with cash in lieu of any fraction of a Share, as hereinafter provided in Section 2.5. The Share certificate or certificates so delivered shall be in such denomination or denominations as such Holder shall request in the Notice notice and shall be registered in the name of Exercise Holder or, subject to any restrictions on transfer, such other name as shall be designated in lawful money of the United States of Americanotice. The Company agrees that such This Warrant Shares shall be deemed to have been exercised and such certificate or certificates shall be issued deemed to have been issued, and Holder or any other Person so designated to be named therein (provided that evidence reasonably satisfactory to the Holder as Company has been provided that the record transfer of such Shares to such Person does not violate any transfer restrictions applicable to this Warrant or the Warrant Shares) shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the close date the notice, together with the cash or check or checks and this Warrant, is received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.4 prior to the issuance of business on the date on which this Warrant shall such Shares have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterpaid. If this Warrant shall have has been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificatescertificates representing Warrant Shares, deliver (in exchange for the old Warrant) to the Holder a new Warrant evidencing the rights of Holder to purchase the remaining Warrant Sharesunpurchased Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this WarrantWarrant or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to Holder. No adjustments Payment of the Warrant Price shall be made on Warrant Shares issuable on at the exercise option of this Warrant for any dividends Holder by certified or distributions paid official bank check or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesby wire transfer.

Cash Exercise. This Common Stock Warrant may be exercised by the Holder during the Exercise Period by (i) the surrender of this Common Stock Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of in an amount equal to the Exercise Price for multiplied by the number of Warrant Shares for which this Common Stock Warrant is being exercised as specified in the Notice of Exercise Exercise, such payment to be made in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Common Stock Warrant shall have been exercised and surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise Form shall be delivered to the Holder as promptly as practicable practicable, and in any event within five (5) business days, thereafter. If this Common Stock Warrant shall have been exercised only in partpart and has not otherwise expired, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Common Stock Warrant evidencing the rights right to purchase the remaining Warrant Shares, which new Common Stock Warrant shall in all other respects be identical with this Common Stock Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Common Stock Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock any capital stock of the Company prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This The purchase rights represented by this Warrant may be exercised by the Holder at any time during the Exercise Period term hereof, as defined in sections 1(f), in whole or in part, by (i) the surrender of this Warrant and delivery of a completed and duly executed Notice of Cash Exercise, in the form attached as Exhibit A hereto, accompanied by payment to the CompanyCompany of an amount equal top the Exercise Price then in effect multiplied by the number of Warrant Shares to be purchased by the Holder in connection with such cash exercise of this Warrant, with which amount may be paid, at the Notice of Exercise annexed hereto duly completed and executed on behalf election of the Holder, at by wire transfer, delivery of a check payable to the office order of the Company (or such other office or agency delivery of a promissory note made by the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified whole or bank cashier’s check, cancellation of indebtednesspartial cancellation, or by any combination of the foregoing, to the principal offices of the Exercise Price Company. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and satisfies all of the requirements of this Section 1. Upon such exercise, the Holder will be deemed a shareholder of record of those Warrant Shares for which the Warrant has been exercised with all rights of a shareholder (including, without limitation, all voting rights with respect to such Warrant Shares and all rights to receive any dividends with respect to such Warrant Shares). If this Warrant is to be exercised in respect of less than all of the Warrant Shares covered hereby, the Holder shall be entitled to receive a new warrant covering the number of Warrant Shares specified in the Notice respect of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall not have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver and for which it remains subject to the Holder a exercise. Such new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant warrant shall be in all other respects be identical with to this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Promptly (and in any event within two (2) Trading Days (as defined below)) after the exercise of any Warrant, the clearance of the funds in payment of the Warrant may be exercised Price and receipt of a statement by the Holder during Company from an EU licensed (branch of a) bank (the Exercise Period by (i“Confirmation Statement”) confirming that on the surrender day of this receipt of payment of the Warrant Price the USD amount paid is at least equal to the Companyaggregate nominal value in EUR of all Ordinary Shares A to be issued upon exercise of the Warrant, with the Notice of Exercise annexed hereto duly completed and executed Company (or the Warrant Agent on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing Company) shall issue to the Registered Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Companysuch Warrant a book-entry position or certificate, as applicable, for the account number of full Ordinary Shares A to which such Registered Holder is entitled, registered in such name or names as may be directed by such Registered Holder, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares A as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary or its nominee for each Book Entry Warrant Certificate, as appropriate, evidencing the balance of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination Warrants remaining after such exercise. In furtherance of the foregoing, the Warrant Agent agrees to provide prompt notice to the Company (and in any event on the same day in which the wired funds are received by the Warrant Agent) of the Exercise Price for amount received in USD from a Registered Holder upon exercise of a Warrant and further agrees to not issue any Ordinary Shares A upon exercise of a Warrant until the number Company confirms the applicable Confirmation Statement has been received by the Company. For the purposes of Warrant this Agreement, “Trading Day” means (i) a day on which the Ordinary Shares specified in A are traded on the Notice of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares Nasdaq Global Select Market (“Nasdaq”), which, as of the close of business on Initial Exercise Warrant issuance date is the date national securities exchange or other trading market on which the Ordinary Shares A are primarily listed and quoted for trading (or any successors to the foregoing), (ii) if the Ordinary Shares A are not traded on Nasdaq but are traded on another Trading Market, a day on which the Ordinary Shares A are traded on such other Trading Market (as defined below) and (iii) if the Ordinary Shares A are not traded on Nasdaq or any other Trading Market, any Business Day. For the purposes of this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate Agreement, “Business Day” means any day other than a Saturday, a Sunday or certificates for the Warrant Shares specified a day on which banks are authorized or required to close in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in partCity of New York, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant SharesNew York.

Cash Exercise. This Warrant may be exercised (in whole or in part) ------------- by the Holder during the Exercise Period Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, (A) by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of AmericaAmerica or (B) the authorization by, and direction of, Warrantholder to set-off such amount (the Exercise Price for the number of Warrant Shares specified in the Exercise Form) against the amounts owed by the Company to the Warrantholder under Section 2.2(C), (D) and (E) or Section 2.6 of the Stock Purchase Agreement, dated June __, 1997 (the "Stock Purchase Agreement") by and among the Company, Star Management Services, Inc., Xxxxxx X. Xxxxx and Xxxxxxx Xxxxxx Xxxxxxx XX or the outstanding principal and interest under the promissory notes payable by the Company to Warrantholder delivered pursuant to Section 2.7 of the Stock Purchase Agreement. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder by ---- ------------- (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This The rights represented by this Warrant may be exercised by the Holder in whole or in part (but not as to fractional shares) at any time and from time to time during the Exercise Period exercise period provided above, but not as a fractional share, by (i) the completion of the purchase form attached hereto and by the surrender of this Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, (properly endorsed) at the office of the Company (or such other office or agency of the Company Corporation as it may designate by notice in writing to the Holder hereof at the address of the Holder appearing on the books of the Company) Corporation, and (ii) the delivery of by payment to the Company, for the account Corporation of the Company, Warrant Price multiplied by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of shares to be purchased (the “Aggregate Warrant Price”) in cash or by certified or official bank check, for each share being purchased. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares specified so purchased, registered in the Notice of Exercise in lawful money name of the United States of America. The Company agrees that such Warrant Shares Holder, or its nominee or other party designated in the purchase form by the Holder hereof, shall be deemed delivered to the Holder as soon as is reasonable practicable after the date in which the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired or has been exercised in full, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder as within such time. The person in whose name any certificate for shares is issued upon exercise of this Warrant shall for all purposes be deemed to have become the Holder of record holder of such Warrant Shares as of the close of business shares on the date on which this Warrant shall have been was surrendered and payment made for of the Aggregate Warrant Shares as aforesaid. A Price, except that, if the date of such surrender and payment is a date on which the stock certificate or certificates for transfer books of the Warrant Shares specified in the Exercise Form Corporation are closed, such person shall be delivered deemed to have become the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, the Company shall, of such shares at the time close of delivery of business on the next succeeding date on which the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warranttransfer books are open. No adjustments fractional shares shall be made on Warrant Shares issuable on the issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the shares issued upon such exercise. If any fractional interest in a share would, except for any dividends or distributions paid or payable to holders the provision of record this Section 2(a), be delivered upon such exercise, the Corporation, in lieu of Common Stock prior delivery of a fractional share thereof, shall pay to the date as of which Holder an amount in cash equal to the Holder shall be deemed to be the record holder current market price of such Warrant Sharesfractional share as determined in good faith by the Board of Directors of the Corporation (the “Board”).

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder by ------------- (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable thereafterpracticable, but in no event more than five (5) business days after the date of Company's receipt of the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Series C Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder, in -------------- whole or in part, by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Preferred Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period by (i) the ------------- surrender of this Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and (ii) the delivery of payment to the Companycompany, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable practicable, and in any event within 10 days, thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or of certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of o Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by If the Holder during the Exercise Period by (i) the surrender of this Warrant to the CompanyCompany elects a Cash Exercise, with the Notice of Exercise annexed hereto duly completed and executed on behalf within one Business Day upon receipt of the Holder, at Election Notice the office of Warrantholder shall deliver the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment Aggregate Exercise Price to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Company in lawful money of the United States of AmericaAmerica (the "Aggregate Exercise Price"). The Company shall, or cause its transfer agent to, within two (2) Business Days following the date of its receipt of the Aggregate Exercise Price as set forth in the preceding sentence, either (A) at the Warrantholder's request, credit such aggregate number of shares of Common Stock to which the Warrantholder shall be entitled to the holder's or its designee's balance account with The Depository Trust Company ("DTC") through its Deposit Withdrawal Agent Commission system, provided that (i) Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, (ii) the Warrantholder is eligible to receive shares through DTC, and (iii) the certificates for the Common Stock do not bear a legend thereon, or (B) issue and deliver to the address as specified in the Exercise Form, a certificate or certificates in such denominations as may be requested by the holder in the Exercise Form, registered in the name of the Warrantholder or its designee, for the number of shares of Common Stock to which the Warrantholder shall be entitled upon such exercise. Upon delivery of the Aggregate Exercise Price and this Warrant, the holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder Warrantholder at any time during the Exercise Period by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form (attached hereto as Exhibit A) specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, Company or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the Warrantholder a stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterForm. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This The undersigned, the holder of the Warrant, hereby irrevocably elects to exercise this Warrant may for, and to purchase thereunder, shares of Common Stock of AXESSTEL, INC. and herewith makes payment of $ therefor (either in cash or in accordance with the cashless exercise provisions of Section 3(b)) and requests that the certificates for such shares be exercised by issued in the Holder during name of, and delivered to whose address is . ™ Net Exercise. The undersigned hereby elects to convert percent ( %) of the Exercise Period by value of the Warrant pursuant to the provisions of Section 3(b) of the Warrant. Dated: By: (Signature must conform to name of holder as specified on the face of the Warrant) Name: Its: Address: Exhibit C Form of Second Warrant (see attached) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND WITHOUT THE CONSENT OF THE COMPANY MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) (A) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH ACT (SUCH OPINION SHALL NOT BE REQUIRED IF SUCH DISPOSITION IS MADE PURSUANT TO RULE 144 OF SUCH ACT) OR (C) A NO ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH DISPOSITION AND (ii) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. AXESSTEL, INC. COMMON STOCK PURCHASE WARRANT January , 2004 THIS CERTIFIES THAT, for value received, (the surrender “Warrant Holder”) is entitled to purchase ( ) shares of Common Stock (“Warrant Shares”) of Axesstel, Inc., a Nevada corporation (the “Company”), at the Warrant Price (as defined in subsection 1(i) below), subject to adjustments and all other terms and conditions set forth in this Warrant. This Warrant is one of a series of warrants (the “Warrants”) issued pursuant to Section 1 of that certain Common Stock and Warrant Purchase Agreement between the Company, the Warrant Holder and the other signatories thereto (the “Investors” and collectively with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Warrant Holder, at the office “Holders”) dated as of January , 2004 (the Company (or such other office or agency of the Company “Purchase Agreement”). The Warrant Holder is subject to certain restrictions and entitled to certain rights as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified set forth in the Notice of Exercise in lawful money of Purchase Agreement, including, the United States of America. The Company agrees that such Warrant Shares shall be deemed registration rights with respect to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesset forth therein.

Cash Exercise. This Warrant may be exercised exercised, in whole at any time or in part from time to time, commencing on the date hereof and prior to 5:00 P.M., Eastern Standard Time, on_____________/ /, 2006 (the "Expiration Date"), by the Holder during the Exercise Period of this Warrant by (i) the surrender of this Warrant to the Company, (with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, subscription form at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) and (ii) the delivery . If this Warrant is exercised in part, this Warrant must be exercised for a minimum of payment to the Company, for the account 100 shares of the CompanyCommon Stock, by cash, wire transfer of immediately available funds and the Holder is entitled to receive a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for new Warrant covering the number of Warrant Shares specified in the Notice respect of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have has not been surrendered exercised and payment made for setting forth the proportionate part of the Aggregate Warrant Shares as aforesaidPrice applicable to such Warrant Shares. A stock Upon such surrender of this Warrant, the Company will (i) issue a certificate or certificates in the name of the Holder for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time largest number of delivery whole shares of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed entitled and, if this Warrant is exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall be entitled, cash equal to the record holder fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (ii) deliver the proportionate part thereof if this Warrant Sharesis exercised in part, pursuant to the provisions of the Warrant.

Cash Exercise. This The purchase rights represented by this Warrant may be exercised by the Holder at any time during the Exercise Period term hereof, in whole or in part commencing the date hereof, by (i) the surrender of this Warrant and delivery of a completed and duly executed Notice of Cash Exercise, in the form attached as Exhibit A hereto, accompanied by payment to the CompanyCompany of an amount equal top the Exercise Price then in effect multiplied by the number of Warrant Shares to be purchased by the Holder in connection with such cash exercise of this Warrant, with which amount may be paid, at the Notice of Exercise annexed hereto duly completed and executed on behalf election of the Holder, at by wire transfer, delivery of a check payable to the office order of the Company (or such other office or agency delivery of a promissory note made by the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified whole or bank cashier’s check, cancellation of indebtednesspartial cancellation, or by any combination of the foregoing, to the principal offices of the Exercise Price Company. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and satisfies all of the requirements of this Section. Upon such exercise, the Holder will be deemed a shareholder of record of those Warrant Shares for which the Warrant has been exercised with all rights of a shareholder (including, without limitation, all voting rights with respect to such Warrant Shares and all rights to receive any dividends with respect to such Warrant Shares). If this Warrant is to be exercised in respect of less than all of the Warrant Shares covered hereby, the Holder shall be entitled to receive a new warrant covering the number of Warrant Shares specified in the Notice respect of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall not have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver and for which it remains subject to the Holder a exercise. Such new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant warrant shall be in all other respects be identical with to this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Commencing thirty (30) months after the Effective Date hereof, this Warrant may be exercised by the Holder during the Exercise Period by (i) the surrender of this Warrant to the Company at the Company's address given in Section 11:(e) below, with the Notice of Exercise annexed attached hereto as Exhibit A duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it the Company may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been is surrendered and payment made for the Warrant Shares in accordance with the provisions hereof, and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as aforesaidthe holder of record of such shares as of the close of business on such date. A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise Form shall be delivered to the Holder as promptly as practicable practicable, and in any event within ten (10) days, thereafter. If this Warrant shall have been is exercised only in part, then the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Warrant Shares, which new Warrant shall be identical to this Warrant in all other respects be identical with this Warrantrespects. No adjustments shall be made on Warrant Shares issuable on Upon Holder's purchase of all the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares, the Company shall physically void the Warrant.

Cash Exercise. This Subject to Section 2 hereof, the purchase right represented by this Warrant may be exercised by Holder hereof, in whole or in part, by delivery (pursuant to Section 17) to the Company of a duly executed Notice of Exercise in substantially the form attached hereto, provided that, within three (3) trading days following the date of such exercise, Holder during shall surrender the Exercise Period by (i) the surrender original of this Warrant and pay to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cashcertified or bank check, or wire transfer of immediately available funds funds, an amount equal to a bank account specified the then applicable Warrant Price per share multiplied by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified then being purchased. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of stock so purchased shall be in the Notice name of, and delivered to, Holder hereof, or as such Holder may direct (subject to the terms of Exercise in lawful money transfer contained herein and upon payment by such Holder hereof of any applicable transfer taxes). Such delivery shall be made within 10 trading days after exercise of this Warrant and at Company’s expense and, unless this Warrant has been fully exercised or expired, a new Warrant having terms and conditions substantially identical to this Warrant and representing the portion of the United States Warrant Shares, if any, with respect to which this Warrant shall not have been exercised, shall also be issued to Holder hereof within 10 days after exercise of Americathis Warrant. The Company agrees that such Warrant Shares shall be deemed to have been issued and Holder or its designee shall be issued deemed to the Holder as the have become a holder of record holder of such Warrant Shares for all purposes as of the date the Notice of Exercise of this Warrant is delivered to the Company. 1 Number of shares to be equal to Lender’s (or its affiliate’s) Pro Rata Share of 3.00% of the principal amount of the Term Loan, divided by the Warrant Price. 2 Warrant price will be lesser of (a) the 10-day trailing average of Company’s common stock price, as determined as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock business day immediately prior to the date Closing Date and (b) Company’s common stock price, as determined as of which the Holder shall be deemed close of business on the business day immediately prior to be the record holder of such Warrant SharesClosing Date.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder ------------- by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds fluids to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This The purchase rights represented by this Warrant may be exercised by the Holder during the Exercise Period by Holder, in whole or in part, from time to time by: (i) the surrender of this Warrant to (with the notice of exercise form (the "NOTICE OF EXERCISE") attached hereto as Exhibit A duly executed) at the principal office of the Company; (ii) the execution of a Series C Preferred Stock Purchase Agreement and all exhibits thereto, including without limitation an Amended and Restated Shareholder Rights Agreement, Amended and Restated Voting Agreement, and Amended and Restated Co-Sale Agreement in the same form as the Series C Preferred Stock Purchase Agreement dated as of October 10, 1997 by and among the Company and the Purchasers (defined therein), the Amended and Restated Shareholder Rights Agreement dated as of June 6, 1997 by and among the Company, with the Notice Purchasers (defined therein) and the Prior Rights Holders (defined therein), the Amended and Restated Voting Agreement dated as of June 6, 1997 by and among the Company and the Shareholders (defined therein), and the Amended and Restated Co-Sale Agreement dated as of June 6, 1997 by and among the Company, the Common Shareholders (defined therein) and the Preferred Shareholders (defined therein) (collectively, the "Series C Transaction Documents"); and (iii) by the payment to the Company of an amount equal to the Exercise annexed hereto duly completed and executed on behalf Price multiplied by the number of the Shares being purchased, which amount may be paid, at the election of the Holder, at the office of the Company (by wire transfer or such other office or agency of the Company as it may designate by notice in writing certified check payable to the Holder at the address of the Holder appearing on the books order of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America. The Company agrees that person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Warrant Shares shall be deemed to be issued have been issued) immediately prior to the Holder as the record holder of such Warrant Shares as of the close of business on the date on or dates upon which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesis exercised.

Cash Exercise. This The purchase rights represented by this Warrant may be exercised by the Holder at any time during the Exercise Period term hereof, in whole or in part commencing on June , 2017, by (i) the surrender of this Warrant and delivery of a completed and duly executed Notice of Cash Exercise, in the form attached as Exhibit A hereto, accompanied by payment to the CompanyCompany of an amount equal to the Exercise Price then in effect multiplied by the number of Warrant Shares to be purchased by the Holder in connection with such cash exercise of this Warrant, with which amount may be paid, at the Notice of Exercise annexed hereto duly completed and executed on behalf election of the Holder, at by wire transfer, delivery of a check payable to the office order of the Company (or such other office or agency delivery of a promissory note made by the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified whole or bank cashier’s check, cancellation of indebtednesspartial cancellation, or by any combination of the foregoing, to the principal offices of the Exercise Price Company. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and satisfies all of the requirements of this Section. Upon such exercise, the Holder will be deemed a shareholder of record of those Warrant Shares for which the Warrant has been exercised with all rights of a shareholder (including, without limitation, all voting rights with respect to such Warrant Shares and all rights to receive any dividends with respect to such Warrant Shares). If this Warrant is to be exercised in respect of less than all of the Warrant Shares covered hereby, the Holder shall be entitled to receive a new warrant covering the number of Warrant Shares specified in the Notice respect of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall not have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver and for which it remains subject to the Holder a exercise. Such new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant warrant shall be in all other respects be identical with to this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by Subject to the Holder during last sentence in this Section 2(b), at any time prior to the Exercise Period by earlier to occur of (iA) the surrender of this Warrant Expiration Time and (B) such time as the Common Stock is Public Stock, Holder may exercise a Warrant, in whole or in part, by delivering to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, Company at the office of the Company (its principal executive offices or at such other office or agency of designated in writing by the Company as it may designate by notice in writing the following: (i) the Warrant Certificate evidencing such Warrants together with the Exercise Notice attached to the Holder at the address of Warrant Certificate as Annex I (an “Exercise Notice”), properly completed and executed by the Holder appearing on or Holders thereof or by the books of the Company) duly appointed legal representative thereof or by a duly authorized attorney, and (ii) the delivery payment in full of payment the aggregate Exercise Price by check or by wire transfer for each such Warrant exercised and any other amounts required to be paid pursuant hereto. All Warrant Certificates surrendered to the Company, for Company shall be promptly cancelled by the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified Company and shall not be reissued by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in partUpon receipt thereof, the Company shall, at the time of delivery as promptly as practicable, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates reflecting Holder’s ownership of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise aggregate number of this Warrant for any dividends or distributions paid or payable to holders of record shares of Common Stock prior issuable upon such exercise, together with cash in lieu of any fraction of a share of Common Stock, as hereinafter provided. The Common Stock certificate or certificates so delivered shall be in such denomination or denominations as such Holder shall request in the Exercise Notice and shall be registered in the name of Holder or, subject to any restrictions on transfer, such other name as shall be designated in the date as of which the Holder Exercise Notice. The Warrant Certificate shall be deemed to have been exercised and such certificate or certificates evidencing such Common Stock shall be the record deemed to have been effective, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock for all purposes, as of the date the Exercise Notice, together with the cash or check or checks and the Warrant SharesCertificate, is received by the Company as described above and all taxes imposed by law upon such Holder, if any, pursuant to Section 6 prior to the issuance of such Common Stock have been paid. Payment of the Exercise Price shall be made at the option of Holder by certified or official bank check or by wire transfer. Notwithstanding the foregoing, at any time and from time to time while the Common Stock is Public Stock, any Holder may nonetheless exercise its Warrant pursuant to this Section 2(b) if such exercise occurs during the sixty (60) days prior to the Expiration Time or during the period commencing with the giving of any notice pursuant to Section 10(c) or, if earlier, the public announcement of the entry into a definitive agreement by the Company that contemplates the consummation of a transaction or any other action that would result in an adjustment pursuant to Section 9 and ending on the consummation of such transaction or action or the public announcement that such transaction or action is no longer being pursued; provided, however, that the Holders of Warrants to purchase not less than eighty percent (80%) of the aggregate Shares then remaining to be purchased upon exercise in accordance with this Warrant Agreement may, by delivery of a notice to the Company, elect not to allow a cash exercise pursuant to this Section 2(b) during any such sixty (60) day period.

Cash Exercise. This The Holder may exercise this Warrant may be exercised in whole or in part by delivering to the Holder during Company at any time prior to the Exercise Period by Expiration Time: (i) a completed and signed Notice of Exercise, as attached hereto as Schedule A (including the surrender Substitute Form W-9, which forms a part thereof, the “Notice of Exercise”); (ii) cash in an amount equal to the product of (x) the Exercise Price (as this may be adjusted pursuant to Section 2 hereof), and (y) the number of Warrant Shares being purchased pursuant to such Notice of Exercise (such product, the “Aggregate Exercise Price”); and (iii) this Warrant to the Companyfollowing address: Security Bank Corporation 0000 Xxxxxxx Xxxx Xxxxx, with Xxxxxxx 00000 Attention: Corporate Secretary Upon payment in good collected funds of the Notice Aggregate Exercise Price (rounded up to the nearest dollar) for the Warrant Shares being purchased, the Holder shall be deemed to be the holder of Exercise annexed hereto duly completed record of such Warrant Shares for all purposes, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares have not been issued or delivered to the Holder. The Company shall, as promptly as practicable after completion of the actions specified in this Section 1.3(a), cause to be executed, and executed on behalf of shall deliver to the Holder, at a certificate representing the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the aggregate number of Warrant Shares specified in the Notice of Exercise Exercise. Each certificate for shares of Common Stock so delivered shall be in lawful money such denomination as may be requested by the Holder and shall be registered in the name of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterHolder. If this Warrant shall have been exercised only in part, then the Company shall, at the time of delivery of the stock said certificate or certificates, also deliver to the Holder a new Warrant evidencing the rights to purchase the remaining outstanding unexercised balance of Warrant Shares. The Company shall pay all expenses, which new Warrant shall stock transfer taxes and other charges payable in all other respects be identical connection with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise preparation, execution and delivery of this Warrant such certificates for any dividends or distributions paid or payable to holders of record shares of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesand new Warrants.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder, ------------- in whole or in part, by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Preferred Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period by (i) the surrender of this Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant 2 Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable practicable, and in any event within twenty (20) days, thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This The Holder may exercise this Warrant may be exercised in whole or in part by delivering to the Holder during Company at any time prior to the Exercise Period by Expiration Time: (i) a completed and signed Notice of Exercise, as attached hereto as Schedule A (including the surrender Substitute Form W-9, which forms a part thereof, the “Notice of Exercise”); (ii) cash or a certified or official bank check, payable to the order of the Company in an amount equal to the product of (x) the Exercise Price (as this may be adjusted pursuant to Section 2 hereof), and (y) the number of Warrant Shares being purchased pursuant to such Notice of Exercise (such product, the “Aggregate Exercise Price”); and (iii) this Warrant to the Companyfollowing address: Community Bancshares, with Inc. 00000 Xxxx Xxxxxx X.X. Xxx 0000 Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Xx. Xxxxxxx X. Caughran Upon irrevocable payment in good collected funds of the Notice Aggregate Exercise Price (rounded up to the nearest cent) for the Warrant Shares being purchased, the Holder shall be deemed to be the holder of Exercise annexed hereto duly completed record of such Warrant Shares for all purposes, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then be actually delivered to the Holder. The Company shall, as promptly as practicable after completion of the actions specified in this Section 1.3(a), cause to be executed, and executed on behalf of deliver to the Holder, at a certificate representing the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the aggregate number of Warrant Shares specified in the Notice of Exercise Exercise. Each stock certificate so delivered shall be in lawful money such denomination as may be requested by the Holder and shall be registered in the name of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterHolder. If this Warrant shall have been exercised only in part, then the Company shall, at the time of delivery of the said stock certificate or certificates, also deliver to the Holder a new Warrant evidencing the rights to purchase the remaining outstanding unexercised balance of Warrant Shares. The Company shall pay all expenses, which new Warrant shall stock transfer taxes and other charges payable in all other respects be identical connection with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder preparation, execution and delivery of such Warrant Sharescertificates for Shares and new Warrants.

Cash Exercise. This The Holder may deliver to the Warrant Agent at the Corporate Agency Office (A) a written notice of such Holder’s election to exercise Warrants, duly executed by such Holder in the form set forth on the reverse of, or attached to, such Warrant Certificate, which notice shall specify the number of Warrant Shares to be purchased, (B) the Warrant Certificate evidencing such Warrants and (C) to CSS, a sum equal to the aggregate Warrant Price for the Warrant Shares into which such Warrants are being exercised, which sum shall be paid in any combination elected by such Holder of (x) certified or official bank checks in New York Clearing House funds payable to the order of the Company and delivered to CSS at the Corporate Agency Office, or (y) to CSS, wire transfers in immediately available funds to the account of the Company at such banking institution as the Company shall have given notice to the Warrant Agent and the Holders in accordance with Section 13.1(b); or If fewer than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company. The Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names, subject to the provisions of Article 9, as may be exercised directed in writing by the Holder during Holder, and shall deliver the Exercise Period by (i) the surrender of this new Warrant Certificate to the Person or Persons in whose name such new Warrant Certificate is so registered. The Company, whenever required by the Warrant Agent, will supply the Warrant Agent with the Notice of Exercise annexed hereto Warrant Certificates duly completed and executed on behalf of the Holder, at the office of the Company (or for such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharespurpose.

Cash Exercise. This Warrant The Warrants evidenced hereby may be exercised at any time by the Holder during the Exercise Period registered holder hereof, in whole or in part, by (i) the surrender of this Warrant to certificate, duly endorsed (unless endorsement is waived in writing by the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder), at the principal office of the Company (or at such other office or agency of the Company as it may designate by notice in writing to the Holder registered holder hereof at the such holder's last address of the Holder appearing on the books of the Company) and (ii) the delivery of upon payment to the Company, for the account of the Company, Company by cash, wire transfer of immediately available funds to or a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination check payable to the order of the foregoing, of Company for the Exercise Price for the number of each Warrant Shares specified in the Notice of Exercise in lawful money of the United States of Americaexercised. The Company agrees that certificate(s) for such Warrant Series A Preferred Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder registered holder hereof as promptly soon as practicable thereafter. If this Warrant but, in any event, not later than ten days after Warrants evidenced hereby shall have been so exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder and a new Warrant certificate evidencing the number of Warrants, if any, remaining unexercised shall also be issued to the registered holder within such time unless such Warrants have expired. The holder of the Warrants evidenced by this certificate shall have all the rights of a holder of Series A Preferred Shares to purchase be issued upon exercise of the remaining Warrants when such Warrant Shares, which new Warrant shall in all other respects be identical holder tenders payment of the Exercise Price to the Company along with this WarrantWarrant certificate duly endorsed in accordance with this Section 2. No adjustments fractional Series A Preferred Shares of the Company, or scrip for any such fractional shares, shall be made on Warrant Shares issuable on issued upon the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to Warrants; but the date as of which the Holder holder hereof shall be deemed entitled to be cash equal to such fraction multiplied by the record holder of such Warrant Shares.then effective Exercise Price. 26 2.2

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the First Tranche Exercise annexed hereto duly completed and executed on behalf of Period or the HolderSecond Tranche Exercise Period, at as the office of the Company (or such other office or agency of the Company as it case may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) be, and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the First Tranche Exercise Price or the Second Tranche Exercise Price, as the case may be, for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder by (i) the surrender of this Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, Company at the office Warrant Office described in Section 2.1 with a duly-executed Exercise Form specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Exercise Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Current Warrant Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within seven (7) Business Days, thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the The stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments certificate(s) so delivered shall be made on Warrant Shares issuable on in any such denominations as may be reasonably specified by the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to Warrantholder in the date as of which the Holder shall be deemed to be the record holder of such Warrant SharesExercise Form.

Cash Exercise. This Warrant Holder may be exercised exercise this Warrant, in whole or in part, by the Holder during the Exercise Period by (i) the surrender of this Warrant delivering to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, Company at the office of the Company (Company’s principal offices at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 or at such other office or agency of designated by the Company as it may designate by pursuant to Section 12 the following: (i) a written notice in writing of Holder’s election to exercise this Warrant specifying the Holder at the address number of the Holder appearing on the books of the Company) and Shares to be purchased, (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by Warrant Price and (iii) this Warrant. Such notice shall be substantially in the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination form of the foregoingsubscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates reflecting Holder’s ownership of the Exercise Price for the aggregate number of Warrant Shares specified issuable upon such exercise, together with cash in lieu of any fraction of a Share, as hereinafter provided in Section 2.3. The Share certificate or certificates so delivered shall be in such denomination or denominations as Holder shall request in the Notice notice and shall be registered in the name of Exercise Holder or, subject to any restrictions on transfer, such other name as shall be designated in lawful money of the United States of Americanotice. The Company agrees that This Warrant shall be deemed to have been exercised and such Warrant Shares shall be deemed to have been issued, and Holder or any other Person so designated to be issued named therein shall be deemed to the Holder as the record have become a holder of record of such Warrant Shares for all purposes, as of the close date of business on the date on which this Warrant shall have been surrendered and payment made for delivery of the Warrant Shares as aforesaid. A stock certificate or certificates for by the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterCompany. If this Warrant shall have has been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificatescertificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of Holder to purchase the remaining Warrant Sharesunpurchased Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to Holder. No adjustments Payment of the Warrant Price and all taxes required to be paid by Holder, if any, pursuant to Section 2.4, shall be paid by Holder prior to delivery of the Warrant Shares by the Company and shall be made on Warrant Shares issuable on at the exercise option of this Warrant for any dividends Holder by certified bank check or distributions paid or payable to holders by wire transfer of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesimmediately available funds.

Cash Exercise. This Warrant may be exercised exercised, in whole at any time or in part from time to time, commencing on the date hereof and prior to 5:00 P.M., Eastern Standard Time, on [_____________] (the "Expiration Date"), by the Holder during the Exercise Period of this Warrant by (i) the surrender of this Warrant to the Company, (with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, subscription form at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) and (ii) the delivery . If this Warrant is exercised in part, this Warrant must be exercised for a minimum of payment to the Company, for the account 100 shares of the CompanyCommon Stock, by cash, wire transfer of immediately available funds and the Holder is entitled to receive a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for new Warrant covering the number of Warrant Shares specified in the Notice respect of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have has not been surrendered exercised and payment made for setting forth the proportionate part of the Aggregate Warrant Shares as aforesaidPrice applicable to such Warrant Shares. A stock Upon such surrender of this Warrant, the Company will (I) issue a certificate or certificates in the name of the Holder for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time largest number of delivery whole shares of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed entitled and, if this Warrant is exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall be entitled, cash equal to the record holder fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (II) deliver the proportionate part thereof if this Warrant Sharesis exercised in part, pursuant to the provisions of the Warrant.

Cash Exercise. This Warrant Holder may be exercised exercise this Warrant, in whole or in part, by the Holder during the Exercise Period by (i) the surrender of this Warrant delivering to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, Company at the office of Company’s principal offices at the Company (address set forth in Section 17.2(b) or at such other office or agency of designated by the Company as it may designate by pursuant to Section 13: (i) a written notice in writing of Holder’s election to exercise this Warrant specifying the Holder at the address number of the Holder appearing on the books of the Company) and Shares to be purchased, (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by Warrant Price and (iii) this Warrant. Such notice shall be substantially in the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination form of the foregoingsubscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates reflecting Holder’s ownership of the Exercise Price for the aggregate number of Warrant Shares specified issuable upon such exercise, together with cash in lieu of any fraction of a Share, as hereinafter provided in Section 2.5. The Share certificate or certificates so delivered shall be in such denomination or denominations as Holder shall request in the Notice notice and shall be registered in the name of Exercise Holder or, subject to any restrictions on Transfer, such other name as shall be designated in lawful money of the United States of Americanotice. The Company agrees that This Warrant shall be deemed to have been exercised and such Warrant Shares shall be deemed to have been issued, and Holder or any other Person so designated to be issued named therein shall be deemed to the Holder as the record have become a holder of record of such Warrant Shares for all purposes, as of the close date of business on the date on which this Warrant shall have been surrendered and payment made for delivery of the Warrant Shares as aforesaid. A stock certificate or certificates for by the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterCompany. If this Warrant shall have has been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificatescertificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of Holder to purchase the remaining Warrant Sharesunpurchased Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to Holder. No adjustments Payment of the Warrant Price and all taxes required to be paid by Holder, if any, pursuant to Section 2.4, shall be paid by Holder prior to delivery of the Warrant Shares by the Company and shall be made on Warrant Shares issuable on at the exercise option of this Warrant for any dividends Holder by certified or distributions paid official bank check or payable to holders by wire transfer of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesimmediately available funds.

Cash Exercise. This The purchase rights represented by this Warrant may be exercised by the Holder at any time during the Exercise Period term hereof, in whole or in part commencing on [issue date], by (i) the surrender of this Warrant and delivery of a completed and duly executed Notice of Cash Exercise, in the form attached as Exhibit A hereto, accompanied by payment to the CompanyCompany of an amount equal to the Exercise Price then in effect multiplied by the number of Warrant Shares to be purchased by the Holder in connection with such cash exercise of this Warrant, with which amount may be paid, at the Notice of Exercise annexed hereto duly completed and executed on behalf election of the Holder, at by wire transfer, delivery of a check payable to the office order of the Company (or such other office or agency delivery of a promissory note made by the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified whole or bank cashier’s check, cancellation of indebtednesspartial cancellation, or by any combination of the foregoing, to the principal offices of the Exercise Price Company. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and satisfies all of the requirements of this Section. Upon such exercise, the Holder will be deemed a shareholder of record of those Warrant Shares for which the Warrant has been exercised with all rights of a shareholder (including, without limitation, all voting rights with respect to such Warrant Shares and all rights to receive any dividends with respect to such Warrant Shares). If this Warrant is to be exercised in respect of less than all of the Warrant Shares covered hereby, the Holder shall be entitled to receive a new warrant covering the number of Warrant Shares specified in the Notice respect of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall not have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver and for which it remains subject to the Holder a exercise. Such new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant warrant shall be in all other respects be identical with to this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Subject to Section 1.6, this Warrant may be exercised by the Holder during the Exercise Period Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, (A) by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice Exercise Form in United States Dollars, (B) by forgiveness or the offsetting of an amount of accounts receivable from the Company to the Warrantholder equal to the Exercise Price for the number of Warrant Shares specified in lawful money the Exercise Form in United States Dollars or (C) by any combination of the United States of Americaforegoing. The Subject to Section 1.6, the Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A Subject to Section 1.6, a stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within 10 days thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock Ordinary Shares prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased (which number shall be no fewer than 100,000 shares), during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This The purchase rights represented by this Warrant may be exercised by the Holder at any time during the Exercise Period term hereof, in whole or in part, by (i) the surrender of this Warrant and delivery of a completed and duly executed Notice of Cash Exercise, in the form attached as Exhibit A hereto, accompanied by payment to the CompanyCompany of an amount equal top the Exer-cise Price then in effect multiplied by the number of Warrant Shares to be pur-chased by the Holder in connection with such cash exercise of this Warrant, with which amount may be paid, at the Notice of Exercise annexed hereto duly completed and executed on behalf election of the Holder, at by wire transfer, delivery of a check payable to the office order of the Company (or such other office or agency delivery of a promissory note made by the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified whole or bank cashier’s check, cancellation of indebtednesspartial cancellation, or by any combination of the foregoing, to the principal offices of the Exercise Price Company. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and satisfies all of the requirements of this Section 1. Upon such exercise, the Holder will be deemed a shareholder of record of those Warrant Shares for which the Warrant has been exercised with all rights of a shareholder (including, without limitation, all voting rights with respect to such Warrant Shares and all rights to receive any dividends with respect to such Warrant Shares). If this Warrant is to be exercised in respect of less than all of the Warrant Shares covered hereby, the Holder shall be entitled to receive a new warrant covering the number of Warrant Shares specified in the Notice respect of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall not have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver and for which it remains subject to the Holder a exercise. Such new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant warrant shall be in all other respects be identical with to this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder by ------------- (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within ten (10) days, thereafter. The stock certificate or certificates so delivered shall be in denominations of one hundred (100) shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Subject to Section 2 hereof, the purchase right represented by this Warrant may be exercised by the Holder during the Exercise Period hereof, in whole or in part, by (i) delivery of a written notice, in the surrender of this Warrant to form attached hereto as Exhibit A (the Company“Exercise Notice”), with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing ’s election to the Holder at the address of the Holder appearing on the books of the Company) exercise this Warrant and (ii) the delivery of (A) payment to the CompanyCompany of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by certified or bank check, for the account of the Company, by cash, or wire transfer of immediately available funds or (B) if the provisions of Section 3(b) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a bank account specified by Cashless Exercise (as defined in Section 3(b)). No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. The Holder shall not be required to deliver the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Price for Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares specified in Shares. In the Notice event of Exercise in lawful money any exercise of the United States rights represented by this Warrant, the ownership of America. The Company agrees that such Warrant the Common Shares shall be deemed recorded on the books and records of the Company in the Holder’s name or in the manner as the Holder may so direct. Unless this Warrant has been fully exercised or expired, a new Warrant having terms and conditions substantially identical to this Warrant and representing the portion of the Warrant Shares, if any, with respect to which this Warrant shall not have been exercised, shall also be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the hereof within ten (10) days after exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant SharesWarrant.

Cash Exercise. This Warrant may be exercised by in whole or in part during normal business hours on any business day on or before the Holder during the Exercise Period Expiration Date by (i) the presentation and surrender of this Warrant to the CompanyCompany at its principal office along with a duly executed Exercise Request specifying the number of Warrant Shares to be purchased, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment the Exercise Price in lawful money of the United States of America to the Company, Company for the account of the Company, Company by cash, wire transfer of or immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Current Warrant Price for the number of Warrant Shares specified in the Notice Exercise Request. Upon receipt by the Company of this Warrant and an Exercise in lawful money Request and representations, together with proper payment of the United States of America. The Exercise Price, at such office, the Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have has been surrendered and payment has been made for such Warrant Shares in accordance with this Agreement and the Holder shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares as aforesaidshall not then be actually delivered to the Holder. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form Request shall be delivered to the Holder as promptly as practicable practicable, and in any event within seven (7) business days, thereafter. If this Warrant The stock certificate(s) so delivered shall have been exercised only be in partany such denominations as may be reasonably specified by the Holder in the Exercise Form. The Company shall pay any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect of the Company shall, at the time of issue or delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant These Warrants may be exercised by the Holder during the Exercise Period holder by (i) the surrender of this the Warrant Certificate to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holderholder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder holder at the address of the Holder holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America. The Notice of Exercise may be submitted by La Jolla (or its designee) at any time prior to 11:59 p.m. on the corresponding date that is one (1), forty-five (45) and/or ninety (90) days following the Conversion Date(each date by which the Warrants may be exercised, an "EXERCISE DATE"); provided however, that the Exercise Price shall be determined as of the corresponding Exercise Date, not the date upon which the Notice of Exercise is received. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder holder as the record holder of such Warrant Shares as of the close of business on the date on which this the Warrant Certificate shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise Form shall be delivered to the Holder holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrantpracticable. No adjustments shall be made on Warrant to the number of Shares issuable on the exercise of this Warrant these Warrants ("WARRANT SHARES") for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder by ------------- (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form, (A) by cash, wire transfer of immediately available funds to a bank account specified by the Company, ; (B) by certified or bank cashier’s 's check, ; (C) by cancellation of indebtednessindebtedness under the Credit Agreement, or by (D) of any combination other amount due to the Warrantholder under any other contract (including any purchase order) pursuant to which the Warrantholder does business with the Company not paid within twenty (20) days of when due, or as otherwise mutually agreed to between the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of Americaparties. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable thereafterpracticable. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This The purchase rights set forth in this Warrant may be exercised are exercisable by the Holder during Holder, in whole or in part, at any time, or from time to time commencing on the Exercise Period by (i) date which is 11 trading days after the surrender of this Warrant date which is 90 days from the date hereof, prior to the Companyexpiration of the term set forth in Section 1 above, with by the tender to the Company at its principal office of a notice of exercise in the form attached hereto as Exhibit A (the "Notice of Exercise annexed hereto Exercise"), duly completed and executed on behalf of the Holder, at Holder and the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the CompanyCompany by certified, for cashier's or other check acceptable to the account of the Company, Company or by cash, wire transfer of immediately available funds to a bank such account specified as may be designated by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, aggregate purchase price of the Shares being purchased. Net Issue Exercise. Notwithstanding the payment provisions set forth in Section 2(a) above, if the Shares to be issued upon exercise of this Warrant are not registered and available for resale pursuant to a registration statement in accordance with the Registration Rights Agreement between the Company and the Holder, dated December ___, 1999 the Holder may elect to receive Shares equal to the value of this Warrant (or of any portion thereof remaining unexercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Price for and notice of such election, in which event the Company shall issue to the Holder that number of Shares computed using the following formula: X = Y(A-B) A Where: X = the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Holder; Y = the number of Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation); A = the fair market value of one share of the Shares (at the date of such calculation); and B = the Exercise Price (as adjusted to the date of such calculation). For purposes of the calculation above, the fair market value per share shall be the product of (i) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Wall Street Journal for the five (5) trading days prior to the date of determination of fair market value and (ii) the number of Shares for which this Warrant is exercisable. Stock Certificates. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its tender for exercise as provided above, and the persons entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the record holder of record of such Warrant Shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the date on which this Warrant Company, at its expense, shall have been surrendered and payment made for deliver to the Warrant Shares as aforesaid. A stock person or persons entitled to receive the same a certificate or certificates for that number of shares issuable upon such exercise. In the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If event that this Warrant shall have been is exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificatesits expense, execute and deliver to the Holder a new Warrant evidencing with the rights same terms and conditions for the number of Shares that remain subject to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within ten (10) days, thereafter. The stock certificate or certificates so delivered shall be in denominations of one hundred (100) shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Cash Exercise. This Subject to the provisions of subsection (f) hereof, at the option of the Holder, this Warrant may be exercised in whole or in part at any time or from time to time on or after ___________________, and until _______________ or, if either such day is a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day, by presentation and surrender hereof to the Company at its principal office, or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by the Holder during Exercise Price, payable via certified or official bank check or wire transfer payable to the Exercise Period by (i) Company or its order. If this Warrant should be exercised in part only, and provided the Warrant shall not have then expired, the Company shall, upon surrender of this Warrant to for cancellation, execute and deliver a new Warrant of like tenor and date evidencing the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address rights of the Holder appearing on thereof to purchase the books balance of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified shares purchasable thereunder. Upon receipt by the CompanyCompany of this Warrant, certified or bank cashier’s check, cancellation of indebtedness, or accompanied by any combination of the foregoing, payment of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on shares for which this Warrant shall have been surrendered and payment made for is being exercised, at its office, or by the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall have been exercised only in part, transfer agent of the Company shallat its office, at the time of delivery of the stock certificate or certificatesin proper form for exercise, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of record of the shares of Common Stock issuable upon such exercise immediately prior to the close of business on the date of such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder; provided, however, that if on such date the transfer books for the Common Stock shall be closed, the certificates for the shares or other securities in respect of which the Warrant Shareshas been exercised shall be issuable on the date on which such books shall next be opened, and until such date, the Company shall be under no obligation to deliver any certificates for such shares or other securities.

Cash Exercise. This The Holder may exercise this Warrant may be exercised in whole or in part by delivering to the Holder during Company at any time prior to the Exercise Period by Expiration Time: (i) a completed and signed Notice of Exercise, as attached hereto as Schedule A (including the surrender Substitute Form W-9, which forms a part thereof, the “Notice of Exercise”); (ii) cash in an amount equal to the product of (x) the Exercise Price (as this may be adjusted pursuant to Section 2 hereof), and (y) the number of Warrant Shares being purchased pursuant to such Notice of Exercise (such product, the “Aggregate Exercise Price”); and (iii) this Warrant to the Companyfollowing address: R&G Financial Corporation 000 Xxxxx X. Xxxxxx Ave San Xxxx, with PR 00918 Attention: Corporate Secretary Upon payment in good collected funds of the Notice Aggregate Exercise Price (rounded up to the nearest dollar) for the Warrant Shares being purchased, the Holder shall be deemed to be the holder of Exercise annexed hereto duly completed record of such Warrant Shares for all purposes, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then be actually delivered to the Holder. The Company shall, as promptly as practicable after completion of the actions specified in this Section 1.3(a), cause to be executed, and executed on behalf of shall deliver to the Holder, at a certificate representing the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the aggregate number of Warrant Shares specified in the Notice of Exercise Exercise. Each certificate for Shares so delivered shall be in lawful money such denomination as may be requested by the Holder and shall be registered in the name of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafterHolder. If this Warrant shall have been exercised only in part, then the Company shall, at the time of delivery of the stock said Share certificate or certificates, also deliver to the Holder a new Warrant evidencing the rights to purchase the remaining outstanding unexercised balance of Warrant Shares. The Company shall pay all expenses, which new Warrant shall stock transfer taxes and other charges payable in all other respects be identical connection with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder preparation, execution and delivery of such Warrant Sharescertificates for Shares and new Warrants.

Cash Exercise. This Stock Purchase Warrant may be exercised by the Holder during the Exercise Period by (i) the surrender of this Stock Purchase Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of in an amount equal to the Exercise Price for multiplied by the number of Warrant Shares for which this Stock Purchase Warrant is being exercised as specified in the Notice of Exercise Exercise, such payment to be made in lawful money of the United States of America. The Holder may also exchange principal amount of the Note as exercise payment as provided in Section 5 of the Note. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Stock Purchase Warrant shall have been exercised and surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise Form shall be delivered to the Holder as promptly as practicable practicable, and in any event within ten (10) business days, thereafter. If this Stock Purchase Warrant shall have been exercised only in partpart and has not otherwise expired, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Stock Purchase Warrant evidencing the rights right to purchase the remaining Warrant Shares, which new Stock Purchase Warrant shall in all other respects be identical with this Stock Purchase Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Stock Purchase Warrant for any dividends or distributions paid or payable to holders of record of Common Stock any capital stock of the Company prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares. This Stock Purchase Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) business days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise. In the event that this Stock Purchase Warrant is exercised in part, the Company at its expense will execute and deliver a new Stock Purchase Warrant of like tenor exercisable for the number of shares for which this Stock Purchase Warrant may then be exercised.

Cash Exercise. This Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the Holder during the Exercise Period by (i) the in whole or in part at any time upon surrender of this the Warrant, together with delivery of the duly executed Warrant exercise form attached hereto as Appendix A (the "Exercise Agreement") and payment by cash, certified check or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company, with the Notice of Exercise annexed hereto duly completed and executed Company during normal business hours on behalf of the Holder, any business day at the office of the Company Company's principal executive offices (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified or bank cashier’s check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of holder hereof). The Warrant Shares specified in the Notice of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares so purchased shall be deemed to be issued to the Holder holder hereof or such holder's designee, as the record holder owner of such Warrant Shares shares, as of the close of business on the next business day after the date on which this Warrant shall have been surrendered (or evidence of loss, theft or destruction thereof and payment made security or indemnity satisfactory to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered. Certificates for the Warrant Shares as aforesaid. A stock certificate or certificates for so purchased, representing the Warrant Shares aggregate number of shares specified in the Exercise Form Agreement, shall be delivered to the Holder holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as promptly may be requested by the holder hereof and shall be registered in the name of such holder or such other name as practicable thereaftershall 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 the stock certificate or such certificates, deliver to the Holder holder a new Warrant evidencing representing the rights number of shares with respect to purchase the remaining Warrant Shares, which new this Warrant shall not then have been exercised. As used herein, "business day" means a day, other than a Saturday or Sunday, on which banks in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on New York City are open for the exercise general transaction of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Sharesbusiness.

Cash Exercise. This Warrant may be exercised by the Holder during the Exercise Period Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the Notice number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s 's check, cancellation of indebtedness, or by any combination of the foregoing, of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder Warrantholder as promptly as practicable practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder Warrantholder shall be deemed to be the record holder of such Warrant Shares.. (b)

Cash Exercise. This The purchase rights represented by this Warrant may be exercised by the Holder at any time during the Exercise Period term hereof , in whole or in part commencing on May 4, 2017, by (i) the surrender of this Warrant and delivery of a completed and duly executed Notice of Cash Exercise, in the form attached as Exhibit A hereto, accompanied by payment to the CompanyCompany of an amount equal to the Exercise Price then in effect multiplied by the number of Warrant Shares to be purchased by the Holder in connection with such cash exercise of this Warrant, with which amount may be paid, at the Notice of Exercise annexed hereto duly completed and executed on behalf election of the Holder, at by wire transfer, delivery of a check payable to the office order of the Company (or such other office or agency delivery of a promissory note made by the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, certified whole or bank cashier’s check, cancellation of indebtednesspartial cancellation, or by any combination of the foregoing, to the principal offices of the Exercise Price Company. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and satisfies all of the requirements of this Section. Upon such exercise, the Holder will be deemed a shareholder of record of those Warrant Shares for which the Warrant has been exercised with all rights of a shareholder (including, without limitation, all voting rights with respect to such Warrant Shares and all rights to receive any dividends with respect to such Warrant Shares). If this Warrant is to be exercised in respect of less than all of the Warrant Shares covered hereby, the Holder shall be entitled to receive a new warrant covering the number of Warrant Shares specified in the Notice respect of Exercise in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Holder as promptly as practicable thereafter. If this Warrant shall not have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver and for which it remains subject to the Holder a exercise. Such new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant warrant shall be in all other respects be identical with to this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any dividends or distributions paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.