Common use of Exercise Notice Clause in Contracts

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send to the Company by facsimile transmission, at any time prior to 5:00 6:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the (i) a notice of exercise in substantially the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver a copy of the original Warrant or a copy thereofWarrant, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Companyby wire transfer of immediately available funds. The Exercise Notice shall also state the name or names in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute between the Company and the Holder as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed within the time periods specified in Section 2 below and shall submit the disputed calculations to a certified public accounting firm of national recognition reputation (other than the Company’s independent regularly retained accountants) within two (2) Business Days following the date on which the Holder’s Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send to the Company by facsimile transmission, at any time prior to 5:00 6:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the (i) a notice of exercise in substantially the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver a copy of the original Warrant or a copy thereofWarrant, and (iii) in the case of a Cash Exercise (as defined below)Exercise, the Exercise Price to the Companyby wire transfer of immediately available funds. The Exercise Notice shall also state the name or names in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute between the Company and the Holder as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment to the Exercise Price or the Warrant Shares pursuant to Section 6 5 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed within the time periods specified in Section 2 below and shall submit the disputed calculations to a certified public accounting firm of national recognition reputation (other than the Company’s independent regularly retained accountants) within two (2) Business Days following the date on which the Holder’s Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 7:00 p.m., eastern New York time, on the Business Day on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed and to its designated transfer agent for the Common Stock (the "Transfer Agent") a copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”)") stating the number of Warrant Shares as to which such exercise applies and the calculation therefor. The Holder shall thereafter deliver to the Company the original Exercise Notice, (ii) deliver the original Warrant or a copy thereofand, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm the Company's independent accountant of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 7:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed and to its designated transfer agent for the Common Stock (the "Transfer Agent") a copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”)") stating the number of Warrant Shares as to which such exercise applies and the calculation therefor. The Holder shall thereafter deliver to the Company the original Exercise Notice, (ii) deliver the original Warrant or a copy thereofand, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm the Company's independent accountant of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 6:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver and a copy of the original Warrant or a copy thereofWarrant, and (iii) and, in the case of a Cash Exercise (as defined below), shall forward to the Company the Exercise Price to the CompanyPrice. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereofand, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. If shares are to be issued in the name of a person other than the Holder, the Holder will pay all transfer taxes payable with respect thereto. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 6:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”"), (ii) deliver the original Warrant or a copy thereofand, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the CompanyPrice. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 6:00 p.m., eastern time, on the Business Day business day (which means any day other than a Saturday, a Sunday or a day which commercial banks located in New York City are permitted by law to close) on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”"), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price Price, which shall not be required if the Exercise Notice indicates the Holder's election to the Companyeffect a cashless exercise. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) ), reasonably acceptable to Holder, within two (2) Business Days business days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days business days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 7:00 p.m., eastern time, on the Business Day (as defined below) on which the Holder wishes to effect such exercise (the “Exercise Date”"EXERCISE DATE"), to the Company an executed a copy of the notice of exercise in the form attached hereto as Exhibit A (the “"EXERCISE NOTICE") stating the number of Warrant Shares as to which such exercise applies and the calculation therefor. As used herein, "BUSINESS DAY" shall mean any day on which the New York Stock Exchange (the "NYSE") and commercial banks in the city of New York are open for business. The Holder shall promptly thereafter deliver to the Company the original Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iiiunless a cashless exercise is intended) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, including without limitation, limitation the calculation of any adjustment to the Exercise Price pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) accountant within two (2) Business Days following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) three Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) ---------------- send by facsimile transmission, at any time prior to 5:00 6:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed copy of the notice of exercise in -------------- the form attached hereto as Exhibit A (the “"Exercise Notice”"), (ii) deliver the original Warrant or and a copy thereofof the --------------- original Warrant, and (iii) and, in the case of a Cash Exercise (as defined below), shall forward to the Company the Exercise Price to the CompanyPrice. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified an independent registered public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such ----------------- accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereofand, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition reasonably acceptable to the Holder (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the --------------- Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed ------------- copy of the notice of exercise in the form attached hereto as Exhibit A --------- (the “"Exercise Notice”"), (ii) deliver the original Warrant or a copy thereofand, and (iii) in the case of a --------------- Cash Exercise (as defined below), the Exercise Price to the CompanyPrice. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. If shares are to be issued in the name of a person other than the Holder, the Holder will pay all transfer taxes payable with respect thereto. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder --------------- shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed copy of the ------------- notice of exercise in the form attached hereto as Exhibit A (the “"Exercise --------- -------- Notice”"), (ii) deliver the original Warrant or a copy thereofand, and (iii) in the case of a Cash ------ Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. If shares are to be issued in the name of a person other than the Holder, the Holder will pay all transfer taxes payable with respect thereto. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed ----------------- conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 7:00 p.m., eastern time, on the Business Day date on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed and to its designated transfer agent for the Common Stock (the "Transfer Agent") a copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”)") stating the number of Warrant Shares as to which such exercise applies and the calculation therefor. The Holder shall thereafter deliver to the Company the original Exercise Notice, (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below)hereunder, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) accountant within two (2) Business Days business days following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days business days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmissiondeliver, at any time prior to 5:00 p.m., eastern time, p.m. New York City time on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company(by delivery of immediately available funds). The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. After delivery of the Exercise Notice, the Holder shall promptly deliver the original warrant to the Company for cancellation. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below4 of this Warrant), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days promptly following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two ten (210) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern timeEastern Time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the CompanyPrice. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. If shares are to be issued in the name of a person other than the Holder, the Holder will pay all transfer taxes payable with respect thereto. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section Paragraph 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 11:59 p.m., eastern time, on the Business Day date on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed and to its designated transfer agent for the Common Stock (the "Transfer Agent") (i) a copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”), ") stating the number of Warrant Shares as to which such exercise applies and the calculation therefor and (ii) a copy of this Warrant. The Holder shall promptly thereafter deliver to the Transfer Agent the original Exercise Notice and the original Warrant or a copy thereofand, and (iii) in to the case of a Cash Exercise (as defined below)Company, the Exercise Price Price. Upon receipt of a facsimile of the Exercise Notice, the Company shall send by facsimile to the Company. The Holder submitting such Exercise Notice shall also state a confirmation of the name or names in which the Warrant Shares issuable on such exercise shall be issuedreceipt thereof ("a Confirmation Notice"). In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below)hereunder, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition its independent accountants within three (other than the Company’s independent accountants3) within two (2) Business Days business days following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days business following the day on which such accountant it received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send to the Company by facsimile transmission, at any time prior to 5:00 6:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed copy of the (i) a notice of exercise in substantially the form attached hereto as Exhibit A (the “"Exercise Notice”"), and (ii) deliver a copy of the original Warrant or a copy thereofWarrant, and (iii) and, in the case of a Cash Exercise (as defined below), the Holder shall pay the Exercise Price to the Company by wire transfer. The Holder shall promptly thereafter send the original of the Exercise Notice and the original Warrant to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute between the Company and the Holder as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed within the time periods specified in Section 2 below and shall submit the disputed calculations to a certified public accounting firm of national recognition reputation (other than the Company’s independent 's regularly retained accountants) within two (2) Business Days following the date on which the Holder's Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmissiondeliver, at any time prior to 5:00 p.m., eastern time, p.m. New York City time on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the CompanyPrice. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below5 of this Warrant), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days promptly following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing within no later than two ten (210) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 7:00 p.m., eastern time, on the Business Day (as defined below) on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed a copy of the notice of exercise ------------- in the form attached hereto as Exhibit A (the “"Exercise Notice”)") stating the --------------- number of Warrant Shares as to which such exercise applies and the calculation therefor. As used herein, (ii) "Business Day" shall mean any day on which the Nasdaq ------------ National Market and commercial banks in the cities of San Francisco and New York are open for business. The Holder shall thereafter deliver to the Company the original Exercise Notice, the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, including without limitation, limitation the calculation of any adjustment to the Exercise Price pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) accountant within two three (23) Business Days following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send to the Company by facsimile transmission, at any time prior to 5:00 7:00 p.m., eastern time, on a date that is on or before the Business Day on which thirtieth (30th) day following the Holder wishes Determination Date (such date being referred to effect such exercise (herein as the “"Exercise Date”"), to the Company an executed a copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”)") stating the number of Warrant Shares as to which such exercise applies and the calculation therefor. The Holder shall promptly thereafter deliver to the Company the original Exercise Notice, (ii) deliver the original Warrant or a copy thereof, and (iiiunless a cashless exercise is intended) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, including without limitation, limitation the calculation of any adjustment to the number of Warrant Shares pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) accountant within two (2) Business Days following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) three Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant. As used herein, "Business Day" shall mean any day on which the New York Stock Exchange and commercial banks in the city of New York are open for business.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”"), (ii) deliver the original Warrant or a copy thereofand, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern New York City time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), ) and (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), deliver the Exercise Price to the CompanyCompany by wire transfer of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 1(d) of this Warrant. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedissued if other than the Holder. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below6), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall thereafter promptly submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company). The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder --------------- shall (i) send by facsimile transmission, at any time prior to 5:00 7:00 p.m., eastern time, on the Business Day (as defined below) on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed a copy of the notice ------------- of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”)") --------------- stating the number of Warrant Shares as to which such exercise applies and the calculation therefor. As used herein, "Business Day" shall mean any day on which ------------ the New York Stock Exchange (iithe "NYSE") and commercial banks in the city of New ---- York are open for business. The Holder shall thereafter deliver to the Company the original Exercise Notice, the original Warrant or a copy thereof, and (iiiunless a cashless exercise is intended) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to 190 the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, including without limitation, limitation the calculation of any adjustment to the Exercise Price pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) accountant within two (2) Business Days following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the --------------- Holder shall (i) send by facsimile transmission, at any time prior to 5:00 7:00 p.m., eastern time, on the Business Day (as defined below) on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed a copy of the ------------- notice of exercise in the form attached hereto as Exhibit A (the “"Exercise -------- Notice") stating the number of Warrant Shares as to which such exercise applies ------ and the calculation therefor. As used herein, "Business Day" shall mean any day ------------ on which the New York Stock Exchange (the "NYSE") and commercial banks in the ---- city of New York are open for business. The Holder shall thereafter deliver to the Company the original Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iiiunless a cashless exercise is intended) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, including without limitation, limitation the calculation of any adjustment to the Exercise Price pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) accountant within two (2) Business Days following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 11:59 p.m., eastern time, on the Business Day date on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed and to its designated transfer agent for the Common Stock (the "Transfer Agent") a copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”)") stating the number of Warrant Shares as to which such exercise applies and the calculation therefor. The Holder shall thereafter deliver to the Company the original Exercise Notice, (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below)hereunder, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountantsaccountant within one (1) within two (2) Business Days business day following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two five (25) Business Days business days following the day on which such accountant it received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 6:00 p.m., eastern time, on the Business Day business day (which means any day other than a Saturday, a Sunday or a day which commercial banks located in New York City are permitted by law to close) on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”"), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price Price, which shall not be required if the Exercise Notice indicates the Holder's election to the Companyeffect a cashless exercise. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 4 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) ), reasonably acceptable to Holder, within two (2) Business Days business days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days business days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereofWarrant, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 11:59 p.m., eastern time, on the Business Day date on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed and to its designated transfer agent for the Common Stock (the "Transfer Agent") a copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”)") stating the number of Warrant Shares as to which such exercise applies and the calculation therefor. The Holder shall thereafter deliver to the Company the original Exercise Notice, (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below)hereunder, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountantsaccountant within one (1) within two (2) Business Days business day following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days business days following the day on which such accountant it received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 11:59 p.m., eastern time, on the Business Day date on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed and to its designated transfer agent for the Common Stock (the "Transfer Agent") a copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”)") stating the number of Warrant Shares as to which such exercise applies and the calculation therefor. The Holder shall thereafter deliver to the Company the original Exercise Notice, (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below)hereunder, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountantsaccountant within one (1) within two (2) Business Days business day following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days business days following the day on which such accountant it received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send to the Company by facsimile transmission, at any time prior to 5:00 6:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed copy of the (i) a notice of exercise in substantially the form attached hereto as Exhibit A (the “"Exercise Notice”"), (ii) deliver a copy of the original Warrant or a copy thereofWarrant, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Companyby wire transfer of immediately available funds. The Exercise Notice shall also state the name or names in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute between the Company and the Holder as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed within the time periods specified in Section 2 below and shall submit the disputed calculations to a certified public accounting firm of national recognition reputation (other than the Company’s independent 's regularly retained accountants) within two (2) Business Days following the date on which the Holder's Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmissiondeliver, at any time prior to 5:00 p.m., eastern time, p.m. New York City time on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereofand, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company(by delivery of immediately available funds). The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below4 of this Warrant), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days promptly following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two ten (210) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 7:00 p.m., eastern time, on the Business Day (as defined below) on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed a copy of the notice of exercise ------------- in the form attached hereto as Exhibit A (the “"Exercise Notice”)") stating the --------------- number of Warrant Shares as to which such exercise applies and the calculation therefor. As used herein, "Business Day" shall mean any day on which the New ------------ York Stock Exchange (iithe "NYSE") and commercial banks in the city of New York ---- are open for business. The Holder shall thereafter deliver to the Company the original Exercise Notice, the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, including without limitation, limitation the calculation of any adjustment to the Exercise Price pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) accountant within two (2) Business Days following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 6:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver and a copy of the original Warrant or a copy thereofWarrant, and (iii) in the case of a Cash Exercise (as defined below), shall pay the Exercise Price to the CompanyCompany in immediately available funds. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 5 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 11:59 p.m., eastern time, on the Business Day date on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed and to its designated transfer agent for the Common Stock (the "Transfer Agent") a copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”)") stating the number of Warrant Shares as to which such exercise applies and the calculation therefor. The Holder shall thereafter deliver to the Company the original Exercise Notice, (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below)hereunder, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountantsaccountant within three (3) within two (2) Business Days business days following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days business days following the day on which such accountant it received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder ---------------- shall (i) send by facsimile transmission, at any time prior to 5:00 6:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed copy of the notice of exercise ------------- in the form attached hereto as Exhibit A (the “"Exercise Notice”"), (ii) deliver and a copy of --------------- the original Warrant or a copy thereofWarrant, and (iii) and, in the case of a Cash Exercise (as defined below), shall forward to the Company the Exercise Price to the CompanyPrice. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a its certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed ------------------ conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, ---------------- the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”"), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below)and, the Exercise Price to the CompanyPrice. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. If shares are to be issued in the name of a person other than the Holder, the Holder will pay all transfer taxes payable with respect thereto. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 6:00 p.m., eastern time, on the Business Day date on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed and to its designated transfer agent for the -------------- Common Stock (the "Transfer Agent") (i) a copy of the notice of exercise in the -------------- form attached hereto as Exhibit A (the “"Exercise Notice”), ") stating the number of --------- --------------- Warrant Shares as to which such exercise applies and the calculation therefor and (ii) a copy of this Warrant. The Holder shall thereafter deliver to the Company the original Exercise Notice, the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below)hereunder, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition its independent accountant within one (other than the Company’s independent accountants1) within two (2) Business Days business day following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days business days following the day on which such accountant it received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmissiondeliver, at any time prior to 5:00 p.m., eastern time, p.m. New York City time on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereofand, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the CompanyPrice. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 belowof this Warrant), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days promptly following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two ten (210) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder --------------- shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern timeCentral Standard Time, on the Business Day (as defined below) on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed a copy of the ------------- notice of exercise in the form attached hereto as Exhibit A (the “"Exercise -------- Notice") stating the number of Warrant Shares as to which such exercise applies ------ and the calculation therefor. As used herein, "Business Day" shall mean any day ------------ on which the New York Stock Exchange (the "NYSE") and commercial banks in the ---- city of New York are open for business. The Holder shall thereafter deliver to the Company the original Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iiiunless a cashless exercise is intended) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, including without limitation, limitation the calculation of any adjustment to the Exercise Price pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) accountant within two (2) Business Days following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 7:00 p.m., eastern time, on the Business Day (as defined below) on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed a copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”)") stating the number of Warrant Shares as to which such exercise applies and the calculation therefor. As used herein, "Business Day" shall mean any day on which the New York Stock Exchange (iithe "NYSE") and commercial banks in the city of New York are open for business. The Holder shall thereafter deliver to the Company the original Exercise Notice, the original Warrant or a copy thereof, and (iiiunless a cashless exercise is intended) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, including without limitation, limitation the calculation of any adjustment to the Exercise Price pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) accountant within two (2) Business Days following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send to the Company by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company (A) an executed copy of the notice of exercise in substantially the form attached hereto as Exhibit A (the “Exercise Notice”), and (B) a copy of the original Warrant, and, (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), pay the Exercise Price to the CompanyCompany by wire transfer. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. If shares are to be issued in the name of a person other than the Holder, the Holder will pay all transfer taxes payable with respect thereto. In the case of a dispute between the Company and the Holder as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed within the time periods specified in Section 2 below and shall submit the disputed calculations to a certified public accounting firm of national recognition reputation (other than the Company’s independent regularly retained accountants) within two (2) Business Days following the date on which the Holder’s Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile or electronic mail transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names (with address) in which the Warrant Ordinary Shares that are issuable on such exercise shall be issued. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 5 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern pacific time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company (with a copy to the Transfer Agent (as defined below)) an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereofand, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two three (23) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder --------------- shall (i) send by facsimile transmission, at any time prior to 5:00 7:00 p.m., eastern time, on the Business Day (as defined below) on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed a copy of the notice ------------- of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”)") --------------- stating the number of Warrant Shares as to which such exercise applies and the calculation therefor. As used herein, "Business Day" shall mean any day on which ------------ the New York Stock Exchange (iithe "NYSE") and commercial banks in the city of New ---- York are open for business. The Holder shall thereafter deliver to the Company the original Exercise Notice, the original Warrant or a copy thereof, and (iiiunless a cashless exercise is intended) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedPrice. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, including without limitation, limitation the calculation of any adjustment to the Exercise Price pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) accountant within two (2) Business Days following the date on which the Exercise Notice is delivered to the CompanyDate. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”)calculations. Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmissiontransmission (followed by a telephonic or email confirmation that such facsimile was sent), at any time prior to 5:00 p.m., eastern New York City time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), ) and (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), deliver the Exercise Price to the CompanyCompany by wire transfer of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 1(d) of this Warrant. Subject to Section 8(d), the Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issuedissued if other than the Holder. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company and the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmissiondeliver, at any time prior to 5:00 p.m., eastern time, p.m. New York City time on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Companypayable in in cash upon exercise. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. After delivery of the Exercise Notice, the Holder shall promptly deliver the original warrant to the Company for cancellation. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below)hereunder, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days promptly following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two ten (210) Business Days business days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 6:00 p.m., eastern time, on the Business Day business day (which means any day other than a Saturday, a Sunday or a day which commercial banks located in New York City are permitted by law to close) on which the Holder wishes to effect such exercise (the “"Exercise Date”"), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “"Exercise Notice”"), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the CompanyPrice. The Exercise Notice shall also state the name or names (with address) in which the Warrant Shares shares of Common Stock that are issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 4 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s 's independent accountants) ), reasonably acceptable to Holder, within two (2) Business Days business days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days business days following the day on which such accountant received the disputed calculations (the “"Dispute Procedure”"). Such accountant’s 's calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.