Common use of Exchange, Transfer and Replacement Clause in Contracts

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this Warrant is exchangeable upon the surrender hereof by the Warrantholder to the Company at its office or agency described in Section 2 hereof for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Warrantholder at the time of such surrender. Subject to Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the Warrantholder in person or by duly authorized attorney, and a new Warrant of the same tenor and date as this Warrant, but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, duly endorsed, at such office or agency of the Company. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and, in the case of loss, theft, or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Section 4.

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this This Warrant is exchangeable upon the surrender hereof by the Warrantholder registered holder to the Company at its office or agency described provided for in Section 2 hereof 2, for new Warrants of like tenor and date Warrants, representing in the aggregate the right to purchase the number of shares of the Stock purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed of the aggregate total number purchasable hereunder) Stock as shall be designated by the Warrantholder said registered holder at the time of such surrender. Subject to Section 5 hereof, this This Warrant and all rights hereunder are transferable, in whole or in part, only upon the books of the Company register provided for in Section 2, by the Warrantholder registered holder hereof in person or by his duly authorized attorney, and a new Warrant of shall be made and delivered by the same tenor and date Company, as this Warrant, but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, Warrant with the Assignment Form attached hereto duly endorsedcompleted, at such the office or agency of maintained by the CompanyCompany in accordance with Section 2 above. Upon receipt by the Company at its office or agency provided for in Section 2 of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and, in the case of loss, theft, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu replacement of this Warrant. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, transfer or replacement. The Company shall pay all expenses, taxes (other than stock securities transfer taxes), ) and all other expenses and charges payable in connection with the preparation, execution, execution and delivery of Warrants pursuant to this Section 43.

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this This Warrant is exchangeable exchangeable, upon the surrender hereof by the Warrantholder to the Company at its office or agency described in Section 2 hereof to the stock transfer agent of the Company at its office, for new Warrants of like tenor and date representing in the aggregate the right to purchase such number of Common Shares as shall be equal to the number of shares purchasable hereunder, each Common Shares set forth on the face of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Warrantholder at the time of such surrenderthis Warrant. Subject to Section 5 4 hereof, this Warrant and all rights hereunder are transferable, transferable in whole or in part, part upon the books of the Company by the Warrantholder in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant, Warrant but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, Warrant duly endorsed, endorsed to the Company at such its office or agency to the stock transfer agent of the CompanyCompany at its office on or after such date. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and, in the case of loss, theft, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be promptly canceled cancelled by the Company upon the surrender hereof in connection with any exchange, transfer, transfer or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes), ) and other charges payable in connection with the preparation, execution, execution and delivery of Warrants pursuant to this Section 43.

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this This Warrant is exchangeable exchangeable, upon the surrender hereof by the Warrantholder registered Holder to the Company at its office or agency described in Section 2 hereof Principal Office, for new Warrants of like tenor and date tenor, representing in the aggregate the right to purchase the number of shares Warrant Shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number purchasable hereunder) Warrant Shares as shall be designated by the Warrantholder said registered Holder at the time of such surrender. Subject to Section 5 hereof, this This Warrant and all rights hereunder are transferable, in whole or in part, only upon the books of the Company register provided for in Section 7.1, by the Warrantholder registered Holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant, Warrant but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, Warrant with the Assignment Form attached hereto duly endorsedcompleted, at such said office or agency of the Company. Upon receipt by the Company at its Principal Office of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and, in the case of loss, theft, theft or destruction, of indemnity or security reasonably satisfactory to it, it and upon surrender and cancellation there of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, tenor in lieu replacement of this Warrant. This Warrant shall be promptly canceled cancelled by the Company upon the surrender hereof in connection with any exchange, transfer, transfer or replacement. The Company shall pay all expenses, taxes expenses and charges (other than stock securities transfer taxes), and other charges ) payable in connection with the preparation, execution, execution and delivery of Warrants pursuant to this Section 47.2.

Exchange, Transfer and Replacement. Subject to Section 5 hereofThis Warrant is non-detachable from the Debenture and may not be transferred, assigned, sold, pledged or otherwise hypothecated ("Transferred") except with the Debenture, and if so Transferred, then only as permitted under the terms and conditions of the Debenture and the Debenture Purchase Agreement; provided, however, that if the Company repays and redeems the Debenture in full on or before August 25, 1998, this Warrant is exchangeable upon the surrender hereof by the Warrantholder to the Company at its office or agency described shall remain in Section 2 hereof for new Warrants of like tenor full force and date representing in the aggregate the right to purchase the number of shares purchasable hereundereffect until September 25, each of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Warrantholder at the time of such surrender1998. Subject to Section 5 hereof, this This Warrant and all rights hereunder are transferable, transferable in whole or in part, part upon the books of the Company by the Warrantholder Holder in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant, Warrant but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, Warrant duly endorsed, endorsed at such said office or agency of the Company. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and, in the case of loss, theft, theft or destruction, of or indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant, provided, however, that if the Holder of this Warrant is the original Holder, an affidavit of lost Warrant shall be sufficient for all purposes of this Section 3.2. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, transfer or replacement. The Company shall pay all reasonable expenses, taxes (other than stock transfer taxes and income taxes), ) and other charges payable by it in connection with the preparation, execution, execution and delivery of Warrants Warrant Shares pursuant to this Section 43.2.

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this This Amended and Restated Warrant is exchangeable exchangeable, upon the surrender hereof by the Warrantholder registered holder to the Company at its office or agency described provided for in Section 2 hereof 2, for new Warrants of like tenor and date tenor, representing in the aggregate the right to purchase the number of shares of the Common Stock purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed of the aggregate total number purchasable hereunder) Common Stock as shall be designated by the Warrantholder said registered holder at the time of such surrender. Subject to Section 5 hereof, this This Amended and Restated Warrant and all rights hereunder are transferabletransferable without the necessity of obtaining any consent to such transfer, in whole or in part, only upon the books of the Company register provided for in Section 2, by the Warrantholder registered holder hereof in person Person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant, Amended and Restated Warrant but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, Amended and Restated Warrant with the Assignment Form attached hereto duly endorsedcompleted, at such said office or agency of the Company. Upon receipt by the Company at its office or agency provided for in Section 2 of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Amended and Restated Warrant, and, in the case of loss, theft, or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, tenor in lieu replacement of this Amended and Restated Warrant. This Amended and Restated Warrant shall be promptly canceled cancelled by the Company upon the surrender hereof in connection with any exchange, transfer, transfer or replacement. The Company shall pay all expenses, taxes (and all other than stock transfer taxes), expenses and other charges payable in connection with the preparation, execution, execution and delivery of Warrants pursuant to this Section 43.

Exchange, Transfer and Replacement. Subject to Section 5 hereof4, this Warrant is exchangeable exchangeable, upon the surrender hereof by the Warrantholder registered holder to the Company at its office or agency described in Section 2 hereof 2, for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Warrantholder registered holder at the time of such surrender. Subject to the restrictions set forth in Section 5 hereof4, this Warrant and all rights hereunder are transferable, transferable in whole or in part, part upon the books of the Company by the Warrantholder registered holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company of the same tenor and date as this Warrant, Warrant but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, Warrant duly endorsed, at such said office or agency of the Company. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and, in the case of loss, theft, theft or destruction, of an agreement of indemnity or (without security reasonably satisfactory to ittherefor), and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, transfer or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes), ) and other charges payable in connection with the preparation, execution, execution and delivery of Warrants pursuant to this Section 43.

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this Warrant is exchangeable upon the surrender hereof by the Warrantholder to the Company at its office or agency described in Section 2 hereof for new Warrants of like tenor applicable federal and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Warrantholder at the time of such surrender. Subject to Section 5 hereof---------------------------------- state securities laws, this Warrant and all rights hereunder are transferable, transferable in whole or in part, part upon the books of the Company by the Warrantholder Holder in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant, Warrant but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, Warrant duly endorsed, endorsed at such said office or agency of the Company. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and, in the case of loss, theft, theft or destruction, of an indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided, however, that if the Holder of this -------- ------- Warrant is the original Holder, an affidavit of lost Warrant shall be sufficient for all purposes of this Section 3.2. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, transfer or replacement. The Company shall pay all reasonable expenses, taxes (other than stock transfer taxes and income taxes), ) and other charges payable by it in connection with the preparation, execution, execution and delivery of Warrants Warrant Shares pursuant to this Section 43.2.

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this This Warrant is exchangeable exchangeable, upon the surrender hereof by the Warrantholder registered Holder to the Company at its office or agency described provided for in Section 2 hereof 2, for new Warrants of like tenor and date same tenor, representing in the aggregate the right to purchase the number of shares Warrant Shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number purchasable hereunder) Warrant Shares as shall be designated by the Warrantholder said registered Holder at the time of such surrender. Subject to Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, only upon the books register of the Company this Warrant provided for in Section 2, by the Warrantholder registered Holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant, Warrant but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this WarrantWarrant together with a duly completed assignment, duly endorsedin the form attached hereto as Exhibit A, at such the office or agency of the CompanyCompany where the register provided for in Section 2 is maintained. Upon receipt by the Company at its office provided for in Section 2 of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and, in the case of loss, theft, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, same tenor in lieu replacement of this Warrant, provided, if a Person having net assets in excess of $10,000,000 (as disclosed in its last audited financial statement) shall be the registered Holder, an agreement of indemnity by it shall be sufficient for all purposes of this Section 3. This Warrant shall be promptly canceled cancelled by the Company upon the surrender hereof thereof in connection with any exchange, transfer, transfer or replacement. The Company shall pay all expenses, taxes (other than stock securities transfer taxes), taxes which shall be paid by Holder) and all other expenses and charges payable in connection with the preparation, execution, execution and delivery of Warrants pursuant to this Section 43.

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this Warrant This warrant is exchangeable at any time, and from time to time, subject to the provisions of Section 7 of the Warrant Agreement, upon the surrender hereof by the Warrantholder Holder to the Company at its office or agency described in Section 2 hereof office, for new Warrants of like tenor and date tenor, representing in the aggregate the right to purchase the number of shares Common Shares purchasable hereunder, each of . Each such new Warrants to Warrant shall represent the right to purchase such number of shares (not to exceed the aggregate total number purchasable hereunder) Common Shares as shall be designated by the Warrantholder Holder at the time of such surrender, not to exceed the aggregate number of Warrant Shares then subject to this Warrant. Subject to Section 5 hereof, this This Warrant and all rights hereunder are transferablefreely transferable subject to the provisions of Section 7 of the Warrant Agreement, in whole or in part, upon the books of the Company subject only to compliance by the Warrantholder Holder with applicable United States federal and state securities laws, by the Holder in person or by its duly authorized attorney, and a new Warrant or Warrants shall be made and delivered by the Company, of the same tenor and date as this Warrant, Warrant but registered in the name of the transfereetransferee or transferees, shall be executed and delivered by the Company upon surrender of this Warrant, Warrant with the Assignment Form attached hereto duly endorsedcompleted, at such the above referenced office or agency of the Company; provided, however, that Holder shall not transfer this Warrant prior to the second anniversary of the Issue Date, except to an affiliate of Holder. In the event of a partial transfer of this Warrant, the Company shall, at its expense, make and deliver to the Holder a new Warrant, of the same tenor as this Warrant, for the remaining Warrant Shares covered hereby. Upon receipt by the Company at its office of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and, in the case of loss, theft, theft or destruction, of an agreement of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, tenor in lieu replacement of this Warrant. This Warrant shall be promptly canceled cancelled by the Company upon the surrender hereof in connection with any exchange, transfer, transfer or replacement. The Company shall pay all expenses, taxes (other than stock securities transfer taxes (but not including issuance taxes), ) or any taxes based upon the gross or net income of the Holder) and all other expenses and charges (except for any expenses and charges incurred directly by Holder incident to such transfer) payable in connection with the preparation, execution, execution and delivery of Warrants pursuant to this Section 42.

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this This Warrant is exchangeable ---------------------------------- upon the surrender hereof by the Warrantholder Holder to the Company at its office or agency described in Section 2 hereof for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares Warrant Shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number portion of shares (not to exceed the aggregate total number purchasable hereunder) this Warrant exchanged as shall be designated by the Warrantholder Holder at the time of such surrender. Subject to Section 5 hereofthe terms of this Warrant, this Warrant and all rights hereunder are transferable, transferable in whole or in part, part upon the books of the Company by the Warrantholder Holder in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant, Warrant but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, Warrant duly endorsed, endorsed at such said office or agency of the Company. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and, in the case of loss, theft, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, transfer or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes and income taxes), ) and other charges payable in connection with the preparation, execution, execution and delivery of Warrants Warrant Securities pursuant to this Section 4.3. Notwithstanding the foregoing, this Warrant may not be transferred to any Person other than a Wholly Owned Affiliate (as such terms are defined in the Certificate of Incorporation) of America Online, Inc.

Exchange, Transfer and Replacement. This Warrant, and any beneficial interest therein shall not be transferable except to affiliates or successors or immediate family members or heirs or beneficiaries under the last will of the Warrant Holder identified in the first paragraph of this Warrant. Subject to Section 5 4 hereof, this Warrant is exchangeable exchangeable, upon the surrender hereof by the Warrantholder registered holder to the Company at its office or agency described in Section 2 hereof hereof, for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrant or Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Warrantholder said registered holder at the time of such surrender. Subject surrender (not exceeding, in the aggregate, the unexercised balance of the Warrant Shares originally issuable hereunder subject, of course, to any prior adjustments pursuant to Section 5 hereof, this ). This Warrant and all rights hereunder are transferable, transferable in whole or in part, part upon the books of the Company by the Warrantholder registered holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company of the same tenor and date as this Warrant, Warrant but registered in the name of the transfereeaffiliates or successors or immediate family members, shall be executed and delivered by heirs, or beneficiaries under the Company last will of the Warrant Holder, upon surrender of this Warrant, Warrant duly endorsed, at such said office or agency of the Company. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and, in the case of loss, theft, theft or destruction, of an agreement of indemnity or (without security reasonably satisfactory to ittherefor), and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Section 4.The

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this Warrant is exchangeable upon the surrender hereof by the Warrantholder to the Company at and its office or agency described in Section 2 hereof for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares Shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares Shares (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Warrantholder at the time of such surrender. Subject to Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the Warrantholder in person or by duly authorized attorney, and a new Warrant of the same tenor and date as this Warrant, but registered in the name of the transfereetransferee , shall be executed and delivered by the Company upon surrender of this Warrant, duly endorsed, at such said office or agency of the Company. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this WarrantWarrant (or a Warrant issued in exchange for this Warrant under this Section 4), and, in the case of loss, theft, or destruction, of indemnity or security reasonably reasonable satisfactory to it, and upon surrender and cancellation of this such Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this such Warrant. This Such Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, or replacement. The Company shall pay all expenses, taxes (other than stock or warrant transfer taxes), and other charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Section 4.

Exchange, Transfer and Replacement. Subject to Section 5 hereof, hereof this Warrant is exchangeable upon the surrender hereof by the Warrantholder Warrant holder to the Company at its office or agency described in Section 2 Section2 hereof for new Warrants of like tenor and date representing in the aggregate the right to purchase the number Number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number Number purchasable hereunder) as shall be designated by the Warrantholder Warrant holder at the time of such surrender. Subject to Section 5 hereof, hereof this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the Warrantholder Warrant holder in person or by duly authorized attorney, and a new Warrant of the same tenor and date as this Warrant, but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, duly endorsed, at such office or agency of the Company. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and, and in the case of loss, theft, or destruction, of indemnity or security reasonably reasonable satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the preparation, execution, execution and delivery of Warrants pursuant to this Section 4.. Subscriber Initials______

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this This Warrant is exchangeable upon non-detachable ---------------------------------- from the surrender hereof by Debenture and may not be transferred, assigned, sold, pledged or otherwise hypothecated ("Transferred") except with the Warrantholder to Debenture, and if so ----------- Transferred, then only as permitted under the Company at its office or agency described in Section 2 hereof for new Warrants terms and conditions of like tenor the Debenture and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Warrantholder at the time of such surrenderSecurities Purchase Agreement. Subject to Section 5 hereof, this This Warrant and all rights hereunder are transferable, transferable in whole or in part, part upon the books of the Company by the Warrantholder Holder in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant, Warrant but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, Warrant duly endorsed, endorsed at such said office or agency of the Company. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and, in the case of loss, theft, theft or destruction, of or indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant, provided, however, that if -------- ------- the Holder of this Warrant is the original Holder, an affidavit of lost Warrant shall be sufficient for all purposes of this Section 3.2. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, transfer or replacement. The Company shall pay all reasonable expenses, taxes (other than stock transfer taxes and income taxes), ) and other charges payable by it in connection with the preparation, execution, execution and delivery of Warrants Warrant Shares pursuant to this Section 43.2.

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this Warrant is exchangeable upon the surrender hereof by the Warrantholder Warrant holder to the Company at its office or agency described in Section 2 hereof for new Warrants of like tenor and date representing in the aggregate the right to purchase the number Number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number Number purchasable hereunder) as shall be designated by the Warrantholder Warrant holder at the time of such surrender. Subject to Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the Warrantholder Warrant holder in person or by duly authorized attorney, and a new Warrant of the same tenor and date as this Warrant, but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, duly endorsed, at such office or agency of the Company. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and, and in the case of loss, theft, or destruction, of indemnity or security reasonably reasonable satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the preparation, execution, execution and delivery of Warrants pursuant to this Section 4.

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this This Warrant is exchangeable upon ---------------------------------- non-detachable from the surrender hereof by Debenture and may not be transferred, assigned, sold, pledged or otherwise hypothecated ("Transferred") ----------- except with the Warrantholder to Debenture, and if so Transferred, then only as permitted under the Company at its office or agency described in Section 2 hereof for new Warrants terms and conditions of like tenor the Debenture and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Warrantholder at the time of such surrenderSecurities Purchase Agreement. Subject to Section 5 hereof, this This Warrant and all rights hereunder are transferable, transferable in whole or in part, part upon the books of the Company by the Warrantholder Holder in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant, Warrant but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, Warrant duly endorsed, endorsed at such said office or agency of the Company. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and, in the case of loss, theft, theft or destruction, of or indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant, provided, however, that if the Holder of this Warrant is the ----------------- original Holder, an affidavit of lost Warrant shall be sufficient for all purposes of this Section 3.2. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, transfer or replacement. The Company shall pay all reasonable expenses, taxes (other than stock transfer taxes and income taxes), ) and other charges payable by it in connection with the preparation, execution, execution and delivery of Warrants Warrant Shares pursuant to this Section 43.2.

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this This Warrant is exchangeable exchangeable, upon the surrender hereof by the Warrantholder registered Holder to the Company at its office or agency described provided for in Section 2 hereof 2, for new Warrants of like tenor and date same tenor, representing in the aggregate the right to purchase the number of shares Warrant Shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number purchasable hereunder) Warrant Shares as shall be designated by the Warrantholder said registered Holder at the time of such surrender. Subject to Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, only upon the books register of the Company this Warrant provided for in Section 2, by the Warrantholder registered Holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant, Warrant but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this WarrantWarrant together with a duly completed assignment, duly endorsedin the form attached hereto as Exhibit A, at such the office or agency of the CompanyCompany where the register provided for in Section 2 is maintained. Upon receipt by the Company at its office provided for in Section 2 of evidence reasonably satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and, in the case of loss, theft, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, same tenor in lieu replacement of this Warrant; provided, if a Person having net assets in excess of $10,000,000 (as disclosed in its last audited financial statement) shall be the registered Holder, an agreement of indemnity by it shall be sufficient for all purposes of this Section 3. This Warrant shall be promptly canceled cancelled by the Company upon the surrender hereof thereof in connection with any exchange, transfer, transfer or replacement. The Company shall pay all expenses, taxes (other than stock securities transfer taxes), taxes which shall be paid by Holder) and all other expenses and charges payable in connection with the preparation, execution, execution and delivery of Warrants pursuant to this Section 43.

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this Warrant is exchangeable upon the surrender hereof by the Warrantholder Warrant holder to the Company at its office or agency described in Section 2 Section2 hereof for new Warrants of like tenor and date representing in the aggregate the right to purchase the number Number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number Number purchasable hereunder) as shall be designated by the Warrantholder Warrant holder at the time of such surrender. Subject to Section 5 hereof, ; this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the Warrantholder Warrant holder in person or by duly authorized attorney, and a new Warrant of the same tenor and date as this Warrant, but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, duly endorsed, at such office or agency of the Company. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and, and in the case of loss, theft, or destruction, of indemnity or security reasonably reasonable satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the preparation, execution, execution and delivery of Warrants pursuant to this Section 4.. Subscriber Initials_______

Exchange, Transfer and Replacement. Subject to Section 5 hereof, this Warrant is exchangeable upon the surrender hereof by the Warrantholder Warrant holder to the Company at its office or agency described in Section 2 Section2 hereof for new Warrants of like tenor and date representing in the aggregate the right to purchase the number Number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares (not to exceed the aggregate total number Number purchasable hereunder) as shall be designated by the Warrantholder Warrant holder at the time of such surrender. Subject to Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the Warrantholder Warrant holder in person or by duly authorized attorney, and a new Warrant of the same tenor and date as this Warrant, but registered in the name of the transferee, shall be executed and delivered by the Company upon surrender of this Warrant, duly endorsed, at such office or agency of the Company. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and, and in the case of loss, theft, or destruction, of indemnity or security reasonably reasonable satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange, transfer, or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the preparation, execution, execution and delivery of Warrants pursuant to this Section 4.