Common use of Exercise; Issuance of Certificates; Payment for Shares Clause in Contracts

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder at any time, or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (abut not as to a fractional share) This Warrant is exercisable at the option principal office of the Holder at any time, Company (or such office or agency of the Company as it may from time to time, up time reasonably designate) at any time prior to the Expiration Date for all Termination Date, and by payment to the Company by certified check or any part bank draft of the Warrant Exercise Price for such shares. The notice accompanying the Warrant shall also set forth the number of shares remaining subject to the Warrant. The Company shall not be obligated to issue fractional shares of Common Stock upon exercise of this Warrant but shall pay to the Holder an amount in cash equal to the Current Market Price per share multiplied by such fraction (but not for a fraction of a share) which may be purchased hereunderrounded to the nearest cent). The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates Subject to the provisions of the next succeeding paragraph and this Paragraph 1, certificates for the shares of Common Stock stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time two business days after the rights represented by this Warrant shall have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant representing the number of shares, if any, with respect to which this Warrant shall not then have been exercised or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase shall also be delivered to the Holder hereof within a reasonable timetwo business days. Each stock certificate so delivered For the purpose of any computation under this Section the "Current Market Price" at any date (the "Computation Date") shall be in such denominations deemed to be the average of the daily closing prices of the Common Stock for ten consecutive trading days ending the trading day immediately prior to the Computation Date. The closing price for each day shall be the last reported sale price or, in case no such reported sale takes place on such date, the average of the last reported asked prices, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed if that is the principal market for the Common Stock or if not listed or admitted to trading on any national securities exchange or if such national securities exchange is not the principal market for the Common Stock, the closing bid prices reported by NASDAQ or its successor, if any, or such other generally accepted source of publicly reported bid and asked quotations as the Company may reasonably designate. If the price of the Common Stock is not so reported or the Common Stock is not publicly traded, the Current Market Price per share as of any Computation Date shall be requested determined by the Holder hereof Board of Directors in good faith, on such basis as it considers appropriate, and such determination shall be registered described in a duly adopted board resolution certified by the name of such HolderCompany's secretary or assistant secretary.

Exercise; Issuance of Certificates; Payment for Shares. (a) 1.1 This Warrant is exercisable at the option of the Holder holder of record hereof, at any time, time or from time to time, up to the Expiration Date Date, for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares Shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed completed Subscription Form of Subscription attached hereto and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have has been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) 1.1 This Warrant is exercisable at the option of the Holder holder of record hereof, at any time, time or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares Shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed completed Form of Subscription attached hereto and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have has been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This The rights ------------------------------------------------------ represented by this Warrant is exercisable at may be exercised by the option of the Holder at any time, or holder hereof from time to timetime after October 17, up to the Expiration Date for all 1999, in whole or any in part of the shares of Common Stock (but not as to a fractional share of Common Stock), by the surrender of this Warrant (properly endorsed if required) at the principal office of the Company at 0 Xxxxxx Xxxxxx Drive, Suite 400, Santa Ana, California 92707 Attention: Chief Financial Officer (or such other office or agency of the Company as it may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Company at any time within the period above named) and upon payment to the Company by certified check, bank draft or wire transfer of the Warrant Purchase Price (as hereinafter defined in paragraph 3A(1)) for a fraction of a share) which may be the shares being purchased hereunderupon such exercise. The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates Subject to the provisions of paragraph 2 below, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder holder hereof by the Company at the Company’s expense within a reasonable time time, not exceeding ten business days, after the rights represented by this Warrant shall have been so exercised. In case exercised (unless such exercise shall be in connection with an underwritten public offering of a purchase shares of less than all the shares Common Stock, in which may be purchased under this Warrantevent concurrently with such exercise), the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant or Warrants representing the number of like tenorshares of Common Stock, for the balance of the shares purchasable under the if any, with respect to which this Warrant surrendered upon such purchase shall not then have been exercised shall also be delivered to the Holder holder hereof within a reasonable such time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company's Articles of Incorporation, as amended, an event causing automatic conversion of the Company's Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of the Warrant would have been so converted (and, where the context requires, reference to "Preferred Stock" shall be deemed to include such Common Stock). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be reasonably requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at may be exercised by the option of the Holder at any timeholder hereof, in whole or from time to time, up to the Expiration Date for all or any in part of the shares of Common Stock (but not as to a fractional Share), and on one or more occasions, by written notice to the Company at its principal office at 21101 Oxnard Street, Woodxxxx Xxxxx, Xxxxxxxxxx 00000 (xx xxxx xxxxx xxxxxx or agency of the Company as it may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Company) at any time within the period above named and by payment to the Company by cashier's check or wire transfer of the Warrant Price for a fraction the number of a share) Shares designated by the holder (but not more than the number of Shares for which may be purchased hereunderthis Warrant then remains unexercised). The Company agrees that the shares of Common Stock Shares so purchased under this Warrant shall will be and are deemed to be have been issued to the Holder holder hereof as the record owner of such shares Shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription such notice is received and payment made for such sharesas aforesaid. Certificates for the shares of Common Stock Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall purchased will be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder holder hereof within a reasonable time. Each stock certificate so delivered shall be , not exceeding fifteen (15) business days, after this Warrant has been exercised, and, unless this Warrant has expired, it will continue in such denominations effect with respect to the number of Common Stock Shares, if any, as may be requested by the Holder hereof and shall be registered in the name of such Holderto which it has not then been exercised.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder, in whole or in part and at one or more times by the surrender of this Warrant (aproperly endorsed if required) This Warrant is exercisable at the option principal office of the Holder at any time, Company (or from time to time, up such other office or agency of the Company as the Company may designate by written notice to the Expiration Date Holder) and upon payment to the Company by wire transfer, certified check or bank draft of the purchase price for all or any part of the shares of Common Stock purchasable hereunder and upon compliance with any registration requirements or exemptions therefrom under the Securities Act (but not for a fraction of a shareas defined below) which may be purchased hereunderand applicable state securities laws. The Company agrees that the shares of Common Stock so purchased under this Warrant shall and will be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time time, not exceeding five (5) days, after the rights represented by this Warrant shall have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant or Warrants of like tenor, appropriately providing for the balance purchase of Common Stock with respect to which this Warrant shall not then have been exercised and stating the shares purchasable under the Warrant surrendered upon such purchase price therefor shall also be delivered to the Holder hereof within a reasonable such time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder of record hereof, at any time, time or from time to time, up to the Expiration Date for all or and any part of the shares of Common Stock Warrant Shares (but not for a fraction of a share) which ). At the option of the Holder, the Purchase Price for the Warrant Shares being purchased upon any exercise may be purchased hereunderpaid by (i) delivery of cash or a check, (ii) "net exercise" as provided in the following Section 2, or (iii) reduction (on a dollar for dollar basis) in the principal balance of any indebtedness of the Company owned by the Holder. At the time of any exercise of this Warrant, at the Holder's option, the Company shall pay all accrued unpaid interest owing under the indebtedness being reduced to Holder in cash or the Holder may apply such accrued unpaid interest to the Purchase Price of the Warrant. The Holder shall surrender the instrument evidencing the indebtedness being charged to the Company which shall issue a new instrument reflecting the remaining principal balance thereof. The Company agrees that the shares of Common Stock Warrant Xxxxxx purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. Each stock certificate so delivered shall be in such denominations as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder. In case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares Warrant Shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by , not exceeding fifteen (15) days after the Holder hereof and shall be registered in the name date of such Holdersurrender.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder Holder, at any time, or time and from time to time, up to the Expiration Date Date, for all or any part of the shares of Common Stock Series E Preferred (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Common Stock Series E Preferred purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date (the "Exercise Date") on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and the applicable payment made for such shares. Certificates for the shares of Common Stock Series E Preferred so purchased, together with any other securities or property to which the Holder hereof Xxxxxx is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock Series E Preferred as may be requested by the Holder hereof Xxxxxx and shall be registered in the name of such Holder or, subject to Section 8, each Holder's designee.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock Warrant Shares (but not for a fraction of a share) which may for the Exercise Price multiplied by the number of Warrant Shares to be purchased hereunderpurchased. The Company agrees that the shares of Common Stock Warrant Sxxxxx purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares Warrant Shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such sharesWarrant Shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant Shares surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate or book-entry statement so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company’s Certificate of Incorporation, as amended, an event causing automatic conversion of the Company’s Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of this Warrant would have been so converted (and, where the context requires, reference to “Preferred Stock” shall be deemed to be or include such Common Stock, as may be appropriate). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to commencing on the Expiration earlier of one year from the Closing Date for all or any part on the effective date of a registration statement covering the issuance and resale of the shares of Common Stock issuable upon the exercise of this Warrant, before 5:00 p.m. Eastern Standard Time on _____, 2006 (but not for a fraction the "Expiration Date") upon surrender to the Company, at its principal office or such other place as Company may designate, of a sharethis Warrant, together with the Purchase Form (attached hereto) which may be purchased hereunderfully completed and signed and accompanied by an opinion of counsel or other information described in the Purchase Form, and payment in full, of the Stock Purchase Price, by cashier's check or wire transfer. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form Purchase Form, opinion of Subscription counsel or other information and payment made for such sharesin full. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver to the Holder a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is ------------------------------------------------------ exercisable at the option of the Holder of record hereof, at any time, time or from time to time, up to the Expiration Date or the date of earlier termination pursuant to Section 5 hereof for all or and any part of the shares of Common Stock Warrant Shares (but not for a fraction of a share) which may be purchased hereunder). The Company agrees that the shares of Common Stock Warrant Xxxxxx purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares Warrant Shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock Series B Preferred Stock, as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company's Articles of Incorporation, as amended, an event causing automatic conversion of the Company's Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of the Warrant would have been so convened (and, where the context requires, reference to "Preferred Stock" shall be deemed to include such Common Stock). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates for Subject to the provisions of Section 2, shares of Common Stock so purchasedpurchased shall be delivered in either book-entry or certificated form, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each If the Common Stock is delivered in certificated form, each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the Form of Subscription attached hereto shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company Company, at the Company’s expense expense, within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant warrant or Warrants warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of Holder or such other name as shall be designated by Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder at any time from the date hereof until 5:00 P.M. (California time, or from time to time, up to ) on the Expiration Date for all or any part a portion of the shares of Common Stock (but not for a fraction of a share) which Warrant Shares that may be purchased hereunder. This Warrant shall be exercised upon surrender to the Company at its principal office indicated above (or such other location as the Company may advise Holder in writing) of this Warrant properly endorsed with a completed and executed Subscription Agreement in the form attached hereto as Exhibit A, and upon payment of the aggregate Exercise Price for the number of Warrant Shares for which this Warrant is being exercised. At the option of Holder, the aggregate Exercise Price may be paid in any one or a combination of the following forms: (a) in cash or by cashier's check, or (b) by the surrender to the Company of shares of Class B Common Stock, free and clear of all encumbrances, having a Fair Value equal to the amount of the Exercise Price being paid in the manner provided by this clause (b). The Company agrees that the shares of Common Stock any Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesWarrant Shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to Holder (at the address of such Holder hereof as shown on the books of the Company) by the Company or its transfer agent at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Class B Common Stock as may be requested by the Holder hereof and shall be registered in the name of Holder or, subject to the provisions of Section 4 and 6, such other name as shall be designated by Holder. If, upon exercise of this Warrant, fewer than all of the Warrant Shares subject to this Warrant are purchased prior to the Expiration Date of this Warrant, one or more new warrants substantially in the form of, and on the terms in, this Warrant will be issued for the remaining number of Warrant Shares not purchased upon such exercise. For purposes of clause (b) above, the Fair Value of the shares of Class B Common Stock as of a given date shall mean: (i) the average closing price of the shares of such class of Common Stock on the principal exchange (or NASDAQ NMS) on which such class of Common Stock is then trading (or if such class is not traded on an exchange but the Class A Common Stock is, then the average closing price of the shares of Class A Common Stock), if any (or as reported on any composite index which includes such principal exchange), on the ten most recent trading days immediately prior to such date; or (ii) if neither class of Common Stock is traded on an exchange (or NASDAQ NMS) but either class is quoted on NASDAQ Small Cap or a successor quotation system, the average mean between the closing bid and asked prices for shares of Class B Common Stock (or if such class is not quoted on NASDAQ Small Cap or a successor quotation system but the Class A Common Stock is, then the average mean between the closing bid and asked prices for shares of Class A Common Stock) on the ten most recent trading days immediately prior to such date as reported by NASDAQ Small Cap or such successor quotation system; or (iii) if neither class of Common Stock is publicly traded on an exchange (or NASDAQ NMS) or quoted on NASDAQ Small Cap or a successor quotation system, the Fair Value shall mean, at the option of the Company, either (x) the value attributed to shares of either class of Common Stock pursuant to the most recent transaction within the last 12 months involving shares of either class of Common Stock between the Company and an unrelated third party prior to the given date, or (y) the appraised value of shares of Class B Common Stock as of the given date, as determined by a third party independent appraiser or investment bank selected by the Company in the Company's sole discretion. For purposes of the foregoing, in no event shall the Fair Value of a share of Class B Common Stock be less than the Fair Value of a share of Class A Common Stock. In lieu of exercising this Warrant as provided above, Holder may from time to time at Holder's option convert this Warrant, in whole or in part, into a number of shares of Class B Common Stock determined by dividing (A) the aggregate Fair Value of such shares otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise; Issuance of Certificates; Payment for Shares. (a) This The rights ------------------------------------------------------ represented by this Warrant is exercisable at the option of the Holder at any time, or may be exercised from time to timetime by the holder hereof, up to the Expiration Date for all in whole or any in part of the shares of Common Stock (but not as to a fractional share of Common Stock), by the surrender of this Warrant (properly endorsed if required) at the principal office of the Company at 0000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxx, Xxxxxxxxxx 00000-0000 Attention: Chief Financial Officer (or such other office or agency of the Company as it may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Company at any time within the period above named) and upon payment to the Company by certified check, bank draft or wire transfer of the Warrant Purchase Price (as hereinafter defined in paragraph 3A(1)) for a fraction of a share) which may be the shares being purchased hereunderupon such exercise. The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates Subject to the provisions of paragraph 2 below, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder holder hereof by the Company at the Company’s expense within a reasonable time time, not exceeding ten business days, after the rights represented by this Warrant shall have been so exercised. In case exercised (unless such exercise shall be in connection with an underwritten public offering of a purchase shares of less than all the shares Common Stock, in which may be purchased under this Warrantevent concurrently with such exercise), the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant or Warrants representing the number of like tenorshares of Common Stock, for the balance of the shares purchasable under the if any, with respect to which this Warrant surrendered upon such purchase shall not then have been exercised shall also be delivered to the Holder holder hereof within a reasonable such time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder, in whole or in part (a) This Warrant is exercisable at the option of the Holder but not as to a fractional share), at any time, time or from time to timetime during the Exercise Period, up upon presentation and surrender of this Warrant to the Expiration Date for all or any part Company, at its principal office as set forth on Page 1 of this Warrant, with a duly executed subscription (in the form attached hereto) and accompanied by payment of the shares Purchase Price for each share so purchased. Such payment shall be made, in cash or by certified, bank, or cashier's check, payable to the order of Common Stock (but not for a fraction the Company, or by wire transfer of a share) which may be purchased hereunderfunds to the Company's account. The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be have been issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered to the Company, properly endorsed, together along with the completed, executed Form of Subscription subscription and full payment made for such sharesthe Units purchased. Certificates for the shares so purchased and, unless this Warrant shall have expired, a new Warrant representing the number of Common Stock so purchasedshares, together if any, with any other securities or property respect to which the Holder hereof is entitled upon such exercisethis Warrant shall not then have been exercised, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be , and in such denominations of Common Stock as may be requested by any event within 30 days, after the Holder hereof and shall be registered in has complied with the name provisions of such Holderthis Section 1.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for $8.00 per share. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder at any time, or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder at any time from the date hereof until 5:00 P.M. (California time, or from time to time, up to ) on the Expiration Date for all or any part a portion of the shares of Common Stock (but not for a fraction of a share) which Warrant Shares that may be purchased hereunder. This Warrant shall be exercised upon surrender to the Company at its principal office indicated above (or such other location as the Company may advise Holder in writing) of this Warrant properly endorsed with a completed and executed Subscription Agreement in the form attached hereto as Exhibit A, and upon payment of the aggregate Exercise Price for the number of Warrant Shares for which this Warrant is being exercised. At the option of Holder, the aggregate Exercise Price may be paid in any one or a combination of the following forms: (a) in cash or by cashier's check, or (b) by the surrender to the Company of shares of Class B Common Stock, free and clear of all encumbrances, having a Fair Value equal to the amount of the Exercise Price being paid in the manner provided by this clause (b). The Company agrees that the shares of Common Stock any Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesWarrant Shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to Holder (at the address of such Holder hereof as shown on the books of the Company) by the Company or its transfer agent at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Class B Common Stock as may be requested by the Holder hereof and shall be registered in the name of Holder or, subject to the provisions of Section 4 and 6, such other name as shall be designated by Holder. If, upon exercise of this Warrant, fewer than all of the Warrant Shares subject to this Warrant are purchased prior to the Expiration Date of this Warrant, one or more new warrants substantially in the form of, and on the terms in, this Warrant will be issued for the remaining number of Warrant Shares not purchased upon such exercise. For purposes of clause (b) above, the Fair Value of the shares of Class B Common Stock (or the shares of Class A Common Stock, if only Class A Common Stock is issuable as provided in Section 13 hereof) as of a given date shall mean: (i) the average closing price of the shares of such class of Common Stock on the principal exchange (or NASDAQ NMS) on which such class of Common Stock is then trading (or if such class is not traded on an exchange but the other class is, then the average closing price of the shares of the other class), if any (or as reported on any composite index which includes such principal exchange), on the ten most recent trading days immediately prior to such date; or (ii) if neither class of Common Stock is traded on an exchange (or NASDAQ NMS) but either class is quoted on NASDAQ Small Cap or a successor quotation system, the average mean between the closing bid and asked prices for shares of such class of Common Stock (or if such class is not quoted on NASDAQ Small Cap or a successor quotation system but the other class is, then the average mean between the closing bid and asked prices for shares of such other class) on the ten most recent trading days immediately prior to such date as reported by NASDAQ Small Cap or such successor quotation system; or (iii) if neither class of Common Stock is publicly traded on an exchange (or NASDAQ NMS) or quoted on NASDAQ Small Cap or a successor quotation system, the Fair Value shall mean, at the option of the Company, either (x) the value attributed to shares of either class of Common Stock pursuant to the most recent transaction within the last 12 months involving shares of either class of Common Stock between the Company and an unrelated third party prior to the given date, or (y) the appraised value of shares of such class of Common Stock as of the given date, as determined by a third party independent appraiser or investment bank selected by the Company in the Company's sole discretion. For purposes of the foregoing, in no event shall the Fair Value of a share of Class B Common Stock be less than the Fair Value of a share of Class A Common Stock. In lieu of exercising this Warrant as provided above, Holder may from time to time at Holder's option convert this Warrant, in whole or in part, into a number of shares of Class B Common Stock determined by dividing (A) the aggregate Fair Value of such shares otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the holder hereof at any time within the period specified above, in whole or in part (but not as to a fractional share of Common Stock), by the surrender of this Warrant (accompanied by the Notice of Exercise attached to this Warrant as Exhibit 1) at the principal office of the Company (or such other office of the Company as it may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Company) (a) This Warrant is exercisable at specifying the option number of the Holder at any time, or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock being purchased and (but not b) accompanied by a check payable to the Company for a fraction of a share) which may be purchased hereunderthe purchase price for such shares. The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder holder hereof by the Company at the Company’s expense within a reasonable time time, not exceeding ten days, after the rights represented by this Warrant shall have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant or Warrants of like tenor, for representing the balance right to purchase the number of the shares purchasable under the shares, if any, with respect to which this Warrant surrendered upon such purchase shall not then have been exercised, shall also be delivered to the Holder holder hereof within a reasonable such time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder holder of record hereof, at any time, time or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable may be exercised by the Holder, in whole or in part, and on one or more occasions, by written notice to the Company, in the form attached as Exhibit A hereto, at any time prior to 5:00 p.m., Santa Xxxxxxx time, on the option Expiration Date, and by payment to the Company by wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit B) of the aggregate Warrant Price for the number of Shares designated by the Holder at any time, or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not more than the number of Shares for which this Warrant then remains subject and unexercised). Consideration received by the Company under a fraction broker-assisted sale and remittance program acceptable to the Company may also be used to exercise this Warrant. Certificates for the Shares so purchased will be delivered to the Holder within a reasonable time, not exceeding fifteen (15) business days, after this Warrant has been exercised, and, unless this Warrant has expired, it will continue in effect with respect to the number of a share) Shares, if any, as to which may be purchased hereunderit has not then been exercised and which remain covered by this Warrant as herein provided. The Company agrees that the shares Each exercise of Common Stock purchased under this Warrant shall be and are deemed to be issued have been effected immediately prior to the Holder hereof as the record owner of such shares as of the close of business on the date business day on which this Warrant shall have been surrenderedthe Notice is given to the Company. At such time, properly endorsed, together with the completed, executed Form of Subscription and payment made for such shares. Certificates person or persons in whose name or names any certificate for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled Shares shall be issuable upon such exercise, exercise shall be delivered deemed to have become the Holder hereof by holder or holders of record of the Company at the Company’s expense within a reasonable time after the rights Shares represented by this Warrant have been so exercised. In case such certificate or certificates, and to be entitled to all rights of a purchase of less than all the shares which may be purchased under this WarrantStockholder with respect to such Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holderincluding without limitation voting rights.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is shall be exercisable at the option of the Holder holder of record hereof, at any time, time or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder). The Company agrees Sellxx xxxees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company Seller at the Company’s Seller's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company Seller shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. The minimum number of shares of Stock which Holder may exercise at any time is 1000 shares.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company's Articles of Incorporation, as amended, an event causing automatic conversion of the Company's Preferred Stock shall have occurred prior to the exercise of this warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of the Warrant would have been so converted (and, where the context requires, reference to "Preferred Stock" shall be deemed to include such Common Stock). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be reasonably requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder, in whole or in part (a) This Warrant is exercisable at the option of the Holder but not as to a fractional Unit), at any time, time or from time to timetime during the Exercise Period, up upon presentation and surrender of this Warrant to the Expiration Date for all or any part Company, at its principal office as set forth on Page 1 of this Warrant, with a duly executed subscription (in the form attached hereto) and accompanied by payment of the shares Purchase Price for each Unit so purchased. Such payment shall be made, in cash or by certified, bank, or cashier's check, payable to the order of Common Stock (but not for a fraction the Company, or by wire transfer of a share) which may be purchased hereunderfunds to the Company's account. The Company agrees that the shares of Common Stock Units so purchased under this Warrant shall be and are deemed to be have been issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered to the Company, properly endorsed, together along with the completed, executed Form of Subscription subscription and full payment made for such sharesthe Units purchased. Certificates for the shares securities so purchased and, unless this Warrant shall have expired, a new Warrant representing the number of Common Stock so purchasedUnits, together if any, with any other securities or property respect to which the Holder hereof is entitled upon such exercisethis Warrant shall not then have been exercised, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be , and in such denominations of Common Stock as may be requested by any event within 30 days, after the Holder hereof and shall be registered in has complied with the name provisions of such Holderthis Section 1.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant ------------------------------------------------------ is exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date Date, for all or any part of the shares of Common Stock Warrant Shares (but not for a fraction of a share), upon surrender to the Company at its principal office at 00 Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 (or at such other location as the Company may advise Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto as Exhibit A duly completed and signed --------- and upon payment in cash or by check (unless this Warrant is being converted pursuant to Section 2) of the aggregate Stock Purchase Price for the number of Warrant Shares for which may be purchased hereunderthis Warrant is being exercised. The Company agrees that the shares of Common Stock Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment shall have been made for such shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares Warrant Shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable timetime after the date of such surrender. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of Holder or such other name as shall be designated by Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder at any time, time or from time to time, up to time on or after the date hereof but not later than the Expiration Date for all or any part a portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof Xxxxxx is entitled upon such exercise, shall be delivered to the Holder hereof by the Company Company's transfer agent at the Company’s 's expense within a reasonable time (but in no event more than three business days) after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of Holder or such other name as shall be designated by Holder, subject to the limitations contained in Section 2. If, upon exercise of this Warrant, fewer than all of the shares of Stock evidenced by this Warrant are purchased prior to the Expiration Date, one or more new warrants substantially in the form of, and on the terms in, this Warrant will be issued for the remaining number of shares of Stock not purchased upon exercise of this Warrant.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable may be exercised by the Holder, in whole or in part, and on one or more occasions, by written notice to the Company, in the form attached as Exhibit C hereto (the “Notice”), at any time within the option Exercise Period and by payment to the Company by wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit D) of the aggregate Warrant Price for the number of Shares designated by the Holder at any time, or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not more than the number of Shares for which this Warrant then remains subject and unexercised). Consideration received by the Company under a fraction broker-assisted sale and remittance program acceptable to the Company may also be used to exercise this Warrant. Certificates for the Shares so purchased will be delivered to the Holder within a reasonable time, not exceeding fifteen (15) business days, after this Warrant has been exercised, and, unless this Warrant has expired, it will continue in effect with respect to the number of a share) Shares, if any, as to which may be purchased hereunderit has not then been exercised and which remain covered by this Warrant as herein provided. The Company agrees that the shares Each exercise of Common Stock purchased under this Warrant shall be and are deemed to be issued have been effected immediately prior to the Holder hereof as the record owner of such shares as of the close of business on the date business day on which this Warrant shall have been surrenderedthe Notice is given to the Company. At such time, properly endorsed, together with the completed, executed Form of Subscription and payment made for such shares. Certificates person or persons in whose name or names any certificate for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled Shares shall be issuable upon such exercise, exercise shall be delivered deemed to have become the Holder hereof by holder or holders of record of the Company at the Company’s expense within a reasonable time after the rights Shares represented by this Warrant have been so exercised. In case such certificate or certificates, and to be entitled to all rights of a purchase of less than all the shares which may be purchased under this WarrantStockholder with respect to such Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holderincluding without limitation voting rights.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company’s Articles of Incorporation, as amended, an event causing automatic conversion of the Company’s Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of this Warrant would have been so converted (and, where the context requires, reference to “Preferred Stock” shall be deemed to be or include such Common Stock, as may be appropriate). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This The rights represented by this Warrant is exercisable at may be exercised by the option of the Holder Holder, in whole or in part, at any time, time or from time to timetime during the Exercise Period, up upon presentation and surrender of this Warrant to the Expiration Date for all Company, at its principal office as set forth above, or any part at such other place as the Company may designate written notice from the Holder stating that the Holder is exercising this Warrant and specifying the number of Shares that the Holder desires to purchase (the "Notice") and accompanied by payment of the shares applicable Share Purchase Price for each Share so purchased and all federal and state taxes or other governmental charge applicable to such exercise and issuance of Common Stock (but not for a fraction the Shares. Such payment shall be made, in cash or by certified, bank or cashier's check, payable to the order of a share) which may be purchased hereunderthe Company. The Company agrees that the shares of Common Stock Shares so purchased under this Warrant shall be and are deemed to be have been issued to the Holder hereof as the record owner of such shares as of the close of business on the business day next following the date on which this Warrant shall have been surrenderedsurrendered to the Company, properly endorsed, together along with the completed, executed Form of Subscription Notice and full payment made for such shares. Certificates for the shares Shares purchased. Subject to the provisions of Common Stock Section 8, certificates for the Shares so purchasedpurchased and, together unless this Warrant shall have expired, a new Warrant representing the number of Shares, if any, with any other securities or property respect to which the Holder hereof is entitled upon such exercisethis Warrant shall not then have been exercised, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by Holder has complied with the provisions of this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such HolderSection 1.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company's Articles of Incorporation, as amended, an event causing automatic conversion of the Company's Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of the Warrant would have been so converted (and, where the context requires, reference to "Preferred Stock" shall be deemed to include such Common Stock). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common 36 Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant ------------------------------------------------------ is exercisable at the option of the Holder of record hereof, at any time, time or from time to time, up to the Expiration Date or the date of earlier termination pursuant to Section 8 hereof for all or and any part of the shares of Common Stock Warrant Shares (but not for a fraction of a share) which may be purchased hereunder). The Company agrees that the shares of Common Stock Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares Warrant Shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after the date of such surrender. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company's Articles of Incorporation, as amended, an event causing automatic conversion of the Company's Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of the Warrant would have been so convened (and, where the context requires, reference to "Preferred Stock" shall be deemed to include such Common Stock). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section l, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock stoc certificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the holder hereof at any time within the period specified above, in whole or in part (but not as to a fractional share of Common Stock), by the surrender of this Warrant (properly endorsed if required) at the principal office of the Company (or such other office of the Company as it may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Company) (a) This Warrant is exercisable at specifying the option number of the Holder at any time, or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock being purchased and (but not b) accompanied by a check payable to the Company for a fraction of a share) which may be purchased hereunderthe purchase price for such shares. The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder holder hereof by the Company at the Company’s expense within a reasonable time time, not exceeding ten days, after the rights represented by this Warrant shall have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant or Warrants of like tenor, for representing the balance right to purchase the number of the shares purchasable under the shares, if any, with respect to which this Warrant surrendered upon such purchase shall not then have been exercised, shall also be delivered to the Holder holder hereof within a reasonable such time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to commencing on the Expiration earlier of one year from the Closing Date for all or any part on the effective date of a registration statement covering the issuance and resale of the shares of Common Stock issuable upon the exercise of this Warrant, before 5:00 p.m. Eastern Standard Time on ________, 2006 (but not for a fraction the "Expiration Date") upon surrender to the Company, at its principal office or such other place as Company may designate, of a sharethis Warrant, together with the Purchase Form (attached hereto) which may be purchased hereunderfully completed and signed and accompanied by an opinion of counsel or other information described in the Purchase Form, and payment in full, of the Stock Purchase Price, by cashier's check or wire transfer. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form Purchase Form, opinion of Subscription counsel or other information and payment made for such sharesin full. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver to the Holder a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder of record hereof, at any time, time or from time to time, up to the Expiration Date for all or and any part of the shares of Common Stock Warrant Shares (but not for a fraction of a share) which ). At the option of the Holder, the Purchase Price for the Warrant Shares being purchased upon any exercise may be purchased hereunderpaid by (i) delivery of cash or a check, (ii) "net exercise" as provided in the following Section 2, or (iii) reduction (on a dollar for dollar basis) in the principal balance of any indebtedness of the Company owned by the Holder. At the time of any exercise of this Warrant, at the Holder's option, the Company shall pay all accrued unpaid interest owing under the indebtedness being reduced to Holder in cash or the Holder may apply such accrued unpaid interest to the Purchase Price of the Warrant. The Holder shall surrender the instrument evidencing the indebtedness being charged to the Company which shall issue a new instrument reflecting the remaining principal balance thereof. The Company agrees that the shares of Common Stock Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. Each stock certificate so delivered shall be in such denominations as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder. In case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares Warrant Shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by , not exceeding fifteen (15) days after the Holder hereof and shall be registered in the name date of such Holdersurrender.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder Holder, at any time, time or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which that may be purchased hereunder. To exercise this Warrant, Holder must surrender this Warrant to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) together with a properly endorsed Form of Subscription attached hereto as Exhibit A-1. Holder must also tender payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which (a) this Warrant shall have been surrendered, surrendered and properly endorsed, together with ; (b) the completed, executed Form of Subscription shall have been completed, executed, and endorsed; and, (c) the payment made for such sharesshares shall have been delivered. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder and shall be registered in the name of such Holder. In case the event of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered Notwithstanding the foregoing provisions of this Section 1, the Holder shall be in such denominations entitled to the benefit of Common Stock as may be requested by the Holder hereof and shall be registered in following provisions upon the name occurrence of such Holder.each of the specified events:

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this EXHIBIT D TO LOAN AGREEMENT 39 Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder of record hereof, at any time, time or from time to time, time after the Commencement Date and up to the Expiration Date Date, for all or and any part of the shares of Common Stock Warrant Shares (but not for a fraction of a share) which may be purchased hereunder). The Company agrees that the shares of Common Stock Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares Warrant Shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after the date of such surrender. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (abut not as to a fractional share) This Warrant is exercisable at the option principal office of the Holder Company at any time5038 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000 (xx such office or agency of the Company as it may from time to timetime reasonably designate) at any time within the aforementioned period, up and by payment to the Expiration Date for all Company by certified check or any part bank draft of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription and payment made Exercise Price for such shares. Certificates for The Holder may also exercise this Warrant in whole or in part in a "cashless" or "net-issue", exercise. In the shares of Common Stock so purchasedlatter event, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall will deliver this Warrant to the Company with a notice stating the number of shares to be delivered to the Holder hereof by and the Company number of shares with respect to which the Warrant is being surrendered in payment of the aggregate Warrant Exercise Price for the shares to be delivered to the Holder. For purposes of this provision, all shares as to which the Warrant is surrendered will be valued at the Company’s expense within a reasonable time after Current Market Price (as defined below). The notice accompanying the rights represented by this Warrant have been so exercisedshall also set forth the number of shares remaining subject to the Warrant. In case As an example of a purchase of less than all the shares which may be purchased under this Warrantforegoing, if the Warrant Exercise Price is $5.00 per share, the Current Market Price is $10.00 per share, and the Warrant were exercised for 1,000 shares, the Company shall cancel this Warrant and execute and would deliver a new Warrant or Warrants of like tenor, for the balance 500 shares of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Company's Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.to the

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder of record hereof, at any time, time or from time to time, up to the Expiration Date for all or and any part of the shares of Common Stock Warrant Shares (but not for a fraction of a share) which may be purchased hereunder). The Company agrees that the shares of Common Stock Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares Warrant Shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after the date of such surrender. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the Form of Subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is ------------------------------------------------------ exercisable at the option of the Holder of record hereof, at any time, time or from time to time, up to the Expiration Date for all or and any part of the shares of Common Stock Warrant Shares (but not for a fraction of a share) which may be purchased hereunder). The Company agrees that the shares of Common Stock Warrant Xxxxxx purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares Warrant Shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock Series B Preferred Stock, as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. The In the event, however, that pursuant to Company’s Certificate of Incorporation, as amended, an event causing automatic conversion of Company’s Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of Company into which the Preferred Stock not purchased upon any prior exercise of this Warrant would have been so converted (and, where the context requires, reference to “Preferred Stock” shall be deemed to be or include such Common Stock, as may be appropriate). Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder Holder, at any time, time or from time to time, up before 5:00 p.m. Mountain Standard Time on November 20, 2003 (the "Expiration Date") upon surrender to the Expiration Date for all Company, at its principal office or any part such other place as Company may designate, of this Warrant properly endorsed with the Form of Subscription (attached hereto) fully filled in, signed and, if applicable, payment, by cashless exercise notice (closing price on the date of notice shall govern net issue of shares), cashier's check or wire transfer, of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderPurchase Price. The Holder must exercise this Warrant in full by November 20, 2003. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription (attached to this Warrant) delivered and payment made by cashless exercise notice (net shares to be issued), cashier's check or wire transfer for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company's Articles of Incorporation, as amended, an event causing automatic conversion of the Company's Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of the Warrant would have been so converted (and, where the context requires, reference to "Preferred Stock" shall be deemed to include such Common Stock). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate stockcertificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased by delivering a duly executed Form of Subscription in substantially the form attached to this Warrant and a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for such amount. In the event, however, that pursuant to the Company’s Certificate of Incorporation, as amended, an event causing automatic conversion of the Company’s Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of common stock (“Common Stock”) of the Company into which the Preferred Stock not purchased upon any prior exercise of this Warrant would have been so converted (and, where the context requires, reference to “Preferred Stock” shall be deemed to be or include such Common Stock, as may be appropriate). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Subject to compliance with the conditions set forth herein, this Warrant is exercisable at the option of the Holder at any time, time or from time to time, up to time on or after the Commencement Date but not later than the Expiration Date for all or any part a portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased 2 hereunder. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company Company's transfer agent at the Company’s 's expense within a reasonable time (but in no event more than ten days) after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of Holder or such other name as shall be designated by Holder, subject to the limitations contained in Section 6. If, upon exercise of this Warrant, fewer than all of the shares of Stock evidenced by this Warrant are purchased prior to the Expiration Date, one or more new warrants substantially in the form of, and on the terms in, this Warrant will be issued for the remaining number of shares of Stock not purchased upon exercise of this Warrant.