Common use of Exercise of Warrant Clause in Contracts

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 3 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before or on or before the Termination Date by the surrender of (i) surrendering this Warrant and Warrant, with the Notice of Exercise Form annexed hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and (ii) delivering payment of the Exercise Price of the shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bank, . The Holder exercising his purchase rights in accordance with the Holder preceding sentence shall be entitled to receive a certificate for the number of Warrant Shares so purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. Certificates for Warrant Shares shares purchased hereunder shall be issued and delivered to the Holder within five (5) business days Trading Days (as defined below) after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such Warrant Shares shares for all purposes, in each case as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, or by means of a cashless exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company Corporation (or such other office or agency of the Company Corporation as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon Corporation) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, or by means of a cashless exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company Corporation of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 3 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before or on or before the Termination Date by the surrender of (i) surrendering this Warrant and Warrant, with the Notice of Exercise Form annexed hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder Xxxxxx appearing on the books of the Company). Upon ) and (ii) delivering payment of the Exercise Price of the shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bank, . The Holder exercising its purchase rights in accordance with the Holder preceding sentence shall be entitled to receive a certificate for the number of Warrant Shares so purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days Trading Days (as defined below) after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such Warrant Shares shares for all purposes, in each case as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the The purchase rights represented by this Warrant may be made are exercisable by the Holder, in whole or in part, at any time or times on or after the Initial Exercise Date date of this Warrant and on or before the Termination Date Expiration Time by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, executed at the office of the Company Company, in Morgan Hill, California (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such the Holder appearing on the books of the Company). Upon , and upon payment of an amount equal to the aggregate Exercise Price for the number of Shares thereby purchased (by cash or by check or certified bank check payable to the order of the Company in an amount equal to the purchase price of the shares thereby purchased); whereupon the Holder shall be entitled to receive a stock certificate representing the number of Shares so purchased. The Company agrees that if at the time of the surrender of this Warrant and purchase of the Shares, the Holder shall be entitled to exercise this Warrant, the Shares so purchased by wire transfer or cashier’s check drawn shall be and be deemed to be issued to such holder as the record owner of such Shares as of the close of business on a United States bankthe date on which this Warrant shall have been exercised as aforesaid. Upon partial exercise of this Warrant, the Holder shall be entitled to receive from the Company a certificate new Warrant in substantially identical form for the purchase of that number of Shares as to which this Warrant Shares so purchasedshall not have been exercised. Certificates for Warrant Shares Xxxxxx purchased hereunder shall be delivered to the Holder within five (5) business days a reasonable time after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section Sections 4 and 5 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto hereto, duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the this Warrant has been exercised by payment to to, and receipt thereof by, the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 herein prior to the issuance of such shares, . If this Warrant shall have been paid. If exercised in part, the Company fails to deliver to shall, at the Holder a time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the Warrant Shares pursuant rights of Holder to purchase the unpurchased shares of Common Stock called for by this Section 3(a) by the fifth business day after the date of exerciseWarrant, then the Holder will have the right to rescind such exercise by written notice to the Companywhich new warrant shall in all other respects be identical with this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this This Warrant may be made exercised, as a whole at any one time or times on or after in part from time to time, during the Initial Exercise Date and on or before Period, by the Termination Date Holder by the surrender of this Warrant and (with the Notice of Exercise Form annexed hereto duly executed, subscription form at the office of end hereof duly executed by the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder Holder) at the address set forth in Section 9 hereof, together with payment in the manner hereinafter set forth, of an amount equal to the Warrant Price in effect at the date of such Holder appearing on exercise multiplied by the books total number of Warrant Shares to be purchased upon such exercise. Payment for Warrant Shares shall be made by a cashier's or certified check or money order, payable in New York Clearing House funds, to the order of the Company). Upon payment If this Warrant is exercised in part, such exercise shall be for a whole number of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, Warrant Shares and the Holder shall be entitled to receive a certificate for new Warrant covering the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on in respect of which this Warrant shall have has not been exercised as aforesaidexercised. This Warrant shall be deemed to have been exercised Upon any exercise and such certificate or certificates shall be deemed to have been issuedsurrender of this Warrant, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (a) will issue and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing in the name of the Holder for the largest whole number of Warrant Shares to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional Warrant Share to which the Holder otherwise might be entitled, cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (b) will deliver to the Holder such other securities and properties which the Holder may be entitled to receive upon such exercise, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 hereinSubject to the terms and conditions hereof, exercise of the purchase rights represented by this Warrant may be made exercised in whole or in part at any time or times on or from and after the Initial Exercise Commencement Date and on or before the Termination Date Expiration Date. Exercise shall be by presentation and surrender to the surrender Company at its principal office of this Warrant and the Notice of Exercise Form subscription form annexed hereto duly executedhereto, at executed by the office of Holder, together with payment to the Company (in accordance with Section 3 or such other office or agency of the Company as it may designate by notice 4 hereof in writing an amount equal to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment product of the Exercise Price multiplied by the number of Warrant Shares being purchased upon such exercise. It shall be a condition precedent to the exercise of this Warrant, in whole or in part, that the Holder shall deliver to the Company a certificate certifying that the representations set forth in Section 10 hereof are true and correct as of the shares thereby purchased date of such exercise. If this Warrant is exercised in part only, the Company shall, as soon as practicable after presentation of this Warrant upon such exercise, execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to purchase the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions herein set forth. Upon and as of receipt by wire transfer or cashier’s check drawn on a United States bankthe Company of such properly completed and duly executed purchase form accompanied by payment as herein provided, the Holder shall be entitled deemed to receive a certificate for be the number Holder of record of the Warrant Shares so purchased. Certificates for issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares purchased hereunder shall not then actually be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 7 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the number of Warrant Shares exercised pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 3(b) of Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after before the Initial Exercise Date and close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the . The Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of the Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company fails to deliver to shall, at the Holder a time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant; which new Warrant shall in all other respect be identical with this Warrant. The Holder is granted all of the rights to registration with the Securities and Exchange Commission and qualification in the states of the Warrants Shares pursuant to this Section 3(a) by set forth in the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanySubscription Agreement.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the surrender Company of this Warrant and a duly executed facsimile copy of the Notice of Exercise Form annexed hereto duly executed(the “Notice of Exercise Form”), at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ; provided, however, the Holder shall also have surrendered the original of this Warrant to the Company and the Company shall have received payment of the aggregate Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days after promptly following the date on which latest to occur of delivery to the Company of the Notice of Exercise Form, surrender of this Warrant shall have been exercised and payment of the aggregate Exercise Price as aforesaidset forth above. This Warrant shall be deemed to have been exercised and such certificate or certificates the Warrant Shares (to which the exercise relates) shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date of the Warrant has been exercised by payment latest to occur of (i) delivery to the Company of the Notice of Exercise Form, (ii) surrender of this Warrant and (iii) payment of the aggregate Exercise Price as set forth above and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company(“Exercise Date”).

Exercise of Warrant. (a) Except as provided in Section 3(b) or Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after before the Initial Exercise Date and close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the . The Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. This Warrant may also be exercised in whole or in part by means of a "cashless exercise" by means of tendering this Warrant to the Company to receive the number of shares of Common Stock equal in total Market Value (as hereinafter defined) to the difference between the total Market Value of the shares of Common Stock issuable upon such exercise of this Warrant and the total cash Exercise Price of that part of the Warrant being exercised. "Market Value" for this purpose shall be the price for the last trade of the Common Stock as reported by Bloomberg L.P. on the Trading Day of such cashless exercise. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company fails to deliver to shall, at the Holder a time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant; which new Warrant shall in all other respects be identical with this Warrant. The Holder is granted all of the rights to registration with the Securities and Exchange Commission and qualification in the states of the Warrants Shares pursuant to this Section 3(a) by set forth in the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanySecurities Purchase Agreement.

Exercise of Warrant. (a) Except as otherwise provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after during the Initial Exercise Date and on or before the Termination Date Period, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 8 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 3 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before or on or before the Termination Date by the surrender of (i) surrendering this Warrant and Warrant, with the Notice of Exercise Form annexed hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder Xxxxxx appearing on the books of the Company). Upon ) and (ii) delivering payment of the Exercise Price of the shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bank, . The Holder exercising his purchase rights in accordance with the Holder preceding sentence shall be entitled to receive a certificate for the number of Warrant Shares so purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. Certificates for Warrant Shares shares purchased hereunder shall be issued and delivered to the Holder within five (5) business days Trading Days (as defined below) after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such Warrant Shares shares for all purposes, in each case as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the The purchase rights represented by this Warrant may be made are exercisable by the registered Holder hereof, in whole at any time or times on or after the Initial Exercise Date and on or before the Termination Date in part from time to time by the surrender delivery of this Warrant and the Notice of Exercise Form annexed hereto duly executed, completed and executed at the office of the Company in California (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares thereby purchased (cash, bank wire transfer, or by wire transfer certified or cashier’s official bank check drawn on a United States bank, payable to the order of the Company in an amount equal to the Exercise Price of the shares thereby purchased); whereupon the Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares so purchased; provided that the Company will place on each certificate a legend substantially the same as that appearing on this Warrant, in addition to any legend required by any applicable state or federal law. Certificates for If this Warrant Shares purchased hereunder shall be delivered is exercised in part, the Company will issue to the Holder within five (5) hereof a new Warrant upon the same terms as this Warrant but for the balance of Warrant Shares for which this Warrant remains exercisable. The Company agrees that upon exercise of this Warrant the Holder shall be deemed to be the record owner of the shares issued upon exercise as of the close of business days after on the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall will be deemed to have been exercised and such certificate surrendered at the time of exercise or certificates shall be deemed to have been issuedif lost, and Holder stolen, misplaced or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposesdestroyed, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companycomply with Section 7 below.

Exercise of Warrant. This Warrant is exercisable at the option of the holder of record hereof, at any time or from time to time during the Exercise Period for all or any part of the Exercise Shares (abut not for a fraction of a share) Except as provided in Section 4 herein, which may be purchased hereunder. Upon the exercise of the purchase rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. In case of a purchase of less than all the shares which may be made at purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. The person in whose name any time certificate or times on or after the Initial certificates for Exercise Date and on or before the Termination Date by the surrender Shares are to be issued upon exercise of this Warrant and shall be deemed to have become the Notice holder of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address record of such Holder appearing shares on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates shall be deemed to have been issuedcertificates, except that, if the date of such surrender and Holder or any other payment is a date when the stock transfer books of the Company are closed, such person so designated to be named therein shall be deemed to have become a the holder of record such shares at the close of such Warrant Shares for all purposes, as of business on the next succeeding date on which the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companystock transfer books are open.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank or internationally recognized bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five seven (57) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been properly exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If such conditions by the Holder have been met, and the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth close of business day on the 7th Trading Day after the date of exercisesuch conditions being met by the Holder, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to a proper exercise, and all conditions being met by the Holder, by the close of business on the 10th Trading Day after the date of exercise, and if after such 10th Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in immediately available funds to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Warrant Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $100 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to such purchase obligation of $80, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $20. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Warrant Shares as required pursuant to the terms hereof.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and on or before the close of business on the Termination Date Date, or such earlier date on which this Warrant may terminate as provided elsewhere in this Warrant, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankin the manner provided for herein, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company fails to deliver to shall, at the Holder a time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant Shares pursuant to shall in all other respects be identical with this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 Paragraph 3(b) herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and on or before the close of business on the Termination Date Date, or such earlier date on which this Warrant may terminate as provided elsewhere in this Warrant, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, executed at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased in the manner provided for herein, and all taxes required, if any, to be paid by wire transfer or cashier’s check drawn on a United States bankHolder prior to the issuance of such shares pursuant to Paragraph 5. Upon such exercise, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised. If this Warrant shall have been exercised by payment to in part, the Company shall, at the time of delivery of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant Shares pursuant to shall in all other respects be identical with this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the surrender Company of this Warrant and a duly executed facsimile copy of the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ; provided, however, within 5 Trading Days of the date said Notice of Exercise is delivered to the Company, the Holder shall have surrendered this Warrant to the Company and the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days after 3 Trading Days from the date on which delivery to the Company of the Notice of Exercise Form, surrender of this Warrant shall have been exercised and payment of the aggregate Exercise Price as aforesaidset forth above ("Warrant Share Delivery Date"). This Warrant shall be deemed to have been exercised and such certificate or certificates on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the close of business on the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, or by means of a cashless exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the The purchase rights represented by this Warrant may be made are exercisable by the Holder, in whole or in part, at any time or times on or after the Initial Exercise Date date of this Warrant and on or before the Termination Date Expiration Time by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, executed at the office of the Company Company, in Tomball, Texas (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such the Holder appearing on the books of the Company). Upon , and upon payment of an amount equal to the aggregate Exercise Price for the number of Shares thereby purchased (by cash or by check or certified bank check payable to the order of the Company in an amount equal to the purchase price of the shares thereby purchased); whereupon the Holder shall be entitled to receive a stock certificate representing the number of Shares so purchased. The Company agrees that if at the time of the surrender of this Warrant and purchase of the Shares, and the Holder shall be entitled to exercise this Warrant, the Shares so purchased by wire transfer or cashier’s check drawn shall be and be deemed to be issued to such holder as the record owner of such Shares as of the close of business on a United States bankthe date on which this Warrant shall have been exercised as aforesaid. Upon partial exercise of this Warrant, the Holder shall be entitled to receive from the Company a certificate new Warrant in substantially identical form for the purchase of that number of Shares as to which this Warrant Shares so purchasedshall not have been exercised. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days a reasonable time after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase The rights represented by this Warrant may be made exercised by the holder hereof, in whole or in part, at any time or times on or after and from time to time during the Initial Exercise Date and on or before the Termination Date Period, by the surrender of this Warrant and (together with the Notice Form of Exercise Form annexed attached hereto duly executed, ) at the office of the Company (Company, or at such other agency or office or agency of the Company in the United States of America as it the Company may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Warrant Price and all taxes required to be paid in cash, by the Holdercertified check, if any, pursuant to Section 5 prior by wire transfer or by bank draft payable to the issuance order of such shares, have been paid. If the Company fails to deliver to for each share being purchased. In the Holder event of the exercise of the rights represented by this Warrant, a certificate or certificates representing for the Warrant Shares pursuant so purchased, registered in the name of the holder, and if such Warrant Exercise shall not have been for all Warrant Shares, a new Warrant, registered in the name of the holder hereof, of like tenor to this Section 3(a) Warrant, shall be delivered to the holder hereof within a reasonable time, not exceeding ten days, after the rights represented by this Warrant shall have been so exercised. The person in whose name any certificate for Warrant Shares is issued upon exercise of this Warrant shall for all purposes be deemed to have become the fifth business day after holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of exercisedelivery of such certificate, then except that, if the Holder will date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the right to rescind holder of such exercise by written notice to shares at the Companyclose of business on the next succeeding date on which the stock transfer books are open.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If For the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to purposes of this Section 3(aAgreement, (i) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.“

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by surrendering the surrender original of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of ) and paying the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankbank or electing a cashless exercise pursuant to Section 3(d), and the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.“

Exercise of Warrant. (a) Except as provided in Section 4 3 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before or on or before the Termination Date by the surrender of (i) surrendering this Warrant and Warrant, with the Notice of Exercise Form annexed hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and (ii) delivering payment of the Exercise Price of the shares thereby purchased by wire transfer of immediately available funds or cashier’s 's check drawn on a United States bank, . The Holder exercising his purchase rights in accordance with the Holder preceding sentence shall be entitled to receive a certificate for the number of Warrant Shares so purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. Certificates for Warrant Shares shares purchased hereunder shall be issued and delivered to the Holder within five (5) business days Trading Days (as defined below) after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such Warrant Shares shares for all purposes, in each case as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 5 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 6 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised Holder faxes a Notice of Exercise to the Company, provided that such fax notice is followed by delivery of the original notice and payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paidpaid within three (3) Trading Days of such fax notice. If this Warrant shall have been exercised in part, the Company fails to deliver to shall, at the Holder a time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. If there is no registration in effect permitting the resale by the Holder of the Warrant Shares pursuant to this Section 3(a) by at any time from and after one year from the fifth business day after the issuance date of exercisethis Warrant, then the Holder will shall have the right to rescind such exercise by written notice a "cashless exercise" in which the Holder shall be entitled to receive a certificate for the number of shares equal to the Company.quotient obtained by dividing [(A-B) (X)] by (A), where:

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the surrender Company of this Warrant and a duly executed facsimile copy of the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ; provided, however, said exercise will be void and of no effect if the Holder does not surrender this Warrant to the Company and the Company does not receive payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, bank on or before the Holder shall be entitled fifth day following the date notice of exercise is delivered to receive a certificate for the number of Warrant Shares so purchasedCompany. Certificates for Warrant Shares shares purchased hereunder shall be delivered issued to the Holder within five (5) three business days after from the date on which delivery to the Company of the notice of exercise, surrender of this Warrant shall have been exercised and payment of the aggregate Exercise Price as aforesaidset forth above. This Warrant shall be deemed to have been exercised and such certificate or certificates on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times in whole or in part and before the close of business on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, whereupon the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder holder hereof within five (5) business days reasonable time after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company fails to deliver to shall, at the Holder a time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares pursuant to called for by this Section 3(a) by the fifth business day after the date of exerciseWarrant, then the Holder will have the right to rescind such exercise by written notice to the Companywhich new Warrant shall in all other respects be identical with this Warrant.

Exercise of Warrant. (a) Except This Warrant may be exercised by the Holder as provided to the whole or any lesser number of the Shares covered hereby, as set forth in Section 4 herein1 above, upon surrender of this Warrant to the Company at its principal executive offices together with the Notice of Exercise and Investment Representation Statement annexed hereto as Exhibits A and B, respectively, duly completed and executed by ---------- - the Holder, and payment to the Company in cash of the aggregate Exercise Price for the Shares to be purchased. Certificates for the Shares so purchased shall be delivered to the Holder within a reasonable time after exercise of the stock purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender Warrant. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and the Notice of Exercise Form annexed hereto duly executed, at the office satisfies all of the Company requirements of this Section 2. Upon such exercise, the Holder will be deemed a shareholder of record of those Shares for which the warrant has been exercised with all rights of a shareholder (or including, without limitation, all voting rights with respect to such other office or agency Shares and all rights to receive any dividends with respect to such Shares). If this Warrant is to be exercised in respect of less than all of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankShares covered hereby, the Holder shall be entitled to receive a certificate for new warrant covering the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on in respect of which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to not have been exercised and such certificate or certificates for which it remains subject to exercise. Such new warrant shall be deemed to have been issued, and Holder or any in all other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant respects identical to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the The purchase rights represented by this Warrant may be made are exercisable by the registered Holder hereof, in whole at any time or times on or after the Initial Exercise Date and on or before the Termination Date in part from time to time by the surrender delivery of this Warrant and the Notice of Exercise Form annexed hereto duly executed, completed and executed at the office of the Company in Arizona (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, (in the manner provided in Section 2(d) hereof); whereupon the Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares so purchased; provided that the Company will place on each certificate a legend substantially the same as that appearing on this Warrant, in addition to any legend required by any applicable state or federal law. Certificates for If this Warrant Shares purchased hereunder shall be delivered is exercised in part, the Company will issue to the Holder within five (5) hereof a new Warrant upon the same terms as this Warrant but for the balance of Warrant Shares for which this Warrant remains exercisable. The Company agrees that upon exercise of this Warrant the Holder shall be deemed to be the record owner of the Warrant Shares issued upon exercise as of the close of business days after on the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall will be deemed to have been exercised and such certificate surrendered at the time of exercise or certificates shall be deemed to have been issuedif lost, and Holder stolen, misplaced, or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposesdestroyed, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companycomply with Section 7 below.

Exercise of Warrant. This Warrant may be exercised in whole or in part by the Holder hereof, by delivery to the Company at its principal office at 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxx, XX 00000 of (a) Except as provided a written notice to the Holder, in Section 4 herein, exercise substantially the form of the purchase rights represented by Subscription Notice attached hereto as Exhibit "A", of such Holder's election to exercise this Warrant may Warrant, which notice shall specify the number of Underlying Shares to be made at any time or times on or after purchased, (b) a check payable to the Initial Exercise Date and on or before Company in an amount equal to the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office aggregate Current Price (as defined below) of the number of shares of Common Stock being purchased and (c) this Warrant. The Company (shall, as soon as reasonably practicable, execute and deliver or cause to be delivered to Holder, in accordance with such notice, one or more certificates representing the aggregate number of shares of Common Stock specified in such notice. The stock certificate(s) so delivered shall be issued in the name of the Holder or such other office or agency of the Company name as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchaseddesignated in such notice. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5Such certificate(s) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised issued and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder Holder of record of such Warrant Underlying Shares for all purposes, as of the date such notice is received by the Company. If this Warrant has shall have been exercised by payment to only in part, the Company shall, at the time of the Exercise Price and all taxes required to be paid by the Holderdelivery of said certificate(s), if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock called for by this Warrant Shares pursuant (stated in Shares), which new Warrant shall in all other respects be identical to this Section 3(a) by Warrant, or, at the fifth business day after request of the date of exerciseHolder, then appropriate notation may be made on this Warrant and the Holder will have the right to rescind such exercise by written notice same returned to the CompanyHolder.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the close of business on the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executedexecuted and delivered pursuant to the notice provision of the Purchase Agreement, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, or by means of a cashless exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder Holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, The exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(c), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business trading days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes taxes, if any, required to be paid by the Holder, if any, Holder pursuant to Section 5 prior to the issuance of such shares, have been paidpaid upon the effective date of an exercise pursuant to Section 5, including, but not limited to, a cashless exercise pursuant to Section 3(c). If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the close of business on the fifth business trading day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyexercise.

Exercise of Warrant. (a) Except as provided Subject to the terms and conditions hereof, this Warrant may be exercised in Section 4 hereinwhole or in part, exercise of at any time during normal business hours on or after the purchase Exercise Date and prior to 5:00 p.m. (Eastern Standard Time) on the Expiration Date. The rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date exercised by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the holder hereof then registered Holder at the address of such Holder appearing on the books of the Company, in whole or from time to time in part (except that this Warrant shall not be exercisable as to a fractional share). Upon payment , by: (i) delivery of a written notice, in the form of the Exercise Price subscription notice attached as Exhibit A hereto (the “Subscription Notice”), of the shares thereby purchased by wire transfer or cashiersuch holder’s check drawn on a United States bankelection to exercise this Warrant, the Holder which notice shall be entitled to receive a certificate for specify the number of Warrant Shares to be purchased; (ii) payment to the Company of an amount equal to the Warrant Exercise Price multiplied by the number of Warrant Shares as to which the Warrant is being exercised (plus any applicable issue or transfer taxes) in cash, by wire transfer or by certified or official bank check; and (iii) the surrender of this Warrant, properly endorsed, at the principal office of the Company in Marietta, Georgia (or at such other agency or office of the Company as the Company may designate by notice to the Holder); provided, that if such Warrant Shares are to be issued in any name other than that of the Holder, such issuance shall be deemed a transfer and the provisions of Section 12 shall be applicable. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder , registered in the name of, or as directed by, the Holder, shall be delivered to to, or as directed by the Holder within five (5) business days a reasonable time after the date on which this Warrant such rights shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyexercised.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this This Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date exercised by Holder by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the principal office of the Company (or such other office or agency Company, accompanied by notice of and payment in full of the Company as it may designate by notice in writing purchase price of the Warrant Shares the Holder elects to purchase hereunder. As a condition to the registered Holder at the address Holder’s exercise of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankthis Warrant, the Holder shall be entitled to receive a certificate for execute any agreement then in effect among the number holders of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to outstanding shares of capital stock of the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaidCompany. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Shares or other securities and/or property issuable upon such certificate or certificates exercise shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a treated for all purposes as the holder of record of such Warrant Shares for all purposes, or other securities of record as of the date the Warrant has been exercised by payment to close of business on such date. As promptly as practicable, the Company of the Exercise Price shall issue and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder person or persons entitled to receive the same a certificate or certificates for the number of full Warrant Shares or other securities issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The Warrant Shares or other securities issuable upon exercise hereof shall, upon their issuance, be fully paid and nonassessable. If this Warrant shall be exercised in part only, the Company shall, at the time of delivery of the certificate representing the Warrant Shares pursuant in respect of which this Warrant has been exercised, make a notation on this Warrant stating the Warrant Shares with respect to which this Section 3(a) by the fifth business day after the date of exercise, Warrant shall not have been exercised and this Warrant shall then the Holder will have the right to rescind such exercise by written notice be returned to the CompanyHolder.

Exercise of Warrant. (a) Except as provided in Section 4 herein, If the Holder shall desire to exercise of the purchase rights represented right evidenced by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankWarrant, the Holder shall surrender this Warrant with the form of subscription attached hereto, duly executed by Holder, to the Company at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, or such other address as the Company shall inform Holder hereof by written notice, accompanied by payment of the Conversion Price. This Warrant may be entitled exercised in whole or in part. In case of the exercise hereof in part only, the Company will deliver to receive Holder a certificate for new Warrant of like tenor in the name of the Holder evidencing the right to purchase the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered as to the Holder within five (5) business days after the date on which this Warrant has not been exercised. Each certificate for Shares issued hereunder shall have been exercised bear a legend reading substantially as aforesaid. This Warrant shall be deemed follows (unless the Company receives an opinion from its counsel as to have been exercised and any such certificate or certificates shall be deemed that such a legend is not required in order to have been issuedassure compliance with the Securities Act of 1933): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposesAS AMENDED, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paidOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyTHE SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this This Warrant may be made at any time or times on or after exercised by the Initial Exercise Date and on or before the Termination Date Holder by (i) the surrender of this Warrant and to the Company, with the Notice of Exercise Form annexed hereto duly executedcompleted and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such the Holder appearing on the books of the Company). Upon ) during the Exercise Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s check, of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchasedspecified in the Notice of Exercise, in each case, in lawful money of the United States of America. Certificates for The Company agrees that such Warrant Shares purchased hereunder shall be delivered deemed to be issued to the Holder within five (5) as the record holder of such Warrant Shares as of the close of business days after on the date on which this Warrant shall have been exercised surrendered and payment made for the Warrant Shares as aforesaid. This A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise shall be delivered to the Holder as promptly as practicable, and in any event within ten Business Days, thereafter. If this Warrant shall be deemed to have been exercised and such only in part, the Company shall, at the time of delivery of the stock certificate or certificates shall be deemed to have been issuedcertificates, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares pursuant issuable on the exercise of this Warrant for any cash dividends paid or payable to this Section 3(a) by the fifth business day after holders of record of Common Stock prior to the date as of exercise, then which the Holder will have shall be deemed to be the right to rescind record holder of such exercise by written notice to the CompanyWarrant Shares.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the surrender Company of this Warrant and the a duly executed Notice of Exercise Form annexed attached hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and surrender of this Warrant, together with payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchasedbank in immediately available funds. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days after 5 Trading Days from the date on which delivery to the Company of the Notice of Exercise Form, surrender of this Warrant shall have been exercised and payment of the aggregate Exercise Price as aforesaidset forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the later of the date the Notice of Exercise is delivered to the Company and such certificate or certificates the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the end of business (New York, New York time) on the fifth business day after Trading Day following the date of exerciseWarrant Share Delivery Date, then the Holder will have the right to rescind such exercise by written notice to the Companyexercise.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of (i) delivering (which may be by facsimile) this Warrant and with the Notice of Exercise Form annexed hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and (ii) delivering payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, bank or by means of a cashless exercise pursuant to Section 3(d). The Holder exercising its purchase rights in accordance with the Holder preceding sentence shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein (provided that the Holder complies with the restrictions in Section 1 and Section 7 for transfer) shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such Warrant Shares shares for all purposes, in each case as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the fifth Trading Day after the date of exercise and the Holder has not rescinded such exercise pursuant to this Section 3(a), and if after such fifth Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this This Warrant may be made at any time exercised, in whole or times on or after in ------------------- part, by the Initial Exercise Date and on or before the Termination Date Holder by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the principal office of the Company (or such other office or agency Company, accompanied by notice of and payment in full of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books purchase price of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, Shares the Holder shall be entitled elects to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaidpurchase hereunder. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Shares or other securities and/or property issuable upon such exercise shall be treated for all purposes as the holder of such Shares or other securities of record as of the close of business on such date. As promptly as practicable, the Company shall issue and deliver to (or, if so requested at the time of surrender of this Warrant, hold for pick-up at its principal office by) the person or persons entitled to receive the same a certificate or certificates for the number of full Shares or other securities issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The Shares or other securities issuable upon exercise hereof shall, upon their issuance, be fully paid and nonassessable and free and clear of all liens, security interests or other encumbrances. If this Warrant shall be deemed to have been issuedexercised in part only, and Holder or any other person so designated to be named therein shall be deemed to have become a holder the Company shall, at the time of record of such Warrant Shares for all purposes, as delivery of the date certificate representing the Shares or other securities in respect of which this Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holderexercised, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the new Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have evidencing the right to rescind such exercise by written notice purchase the remaining Shares or other securities purchasable under this Warrant, which new warrant shall, in all other respects, be identical to this Warrant. The Company shall pay any and all documentary, stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Shares to the CompanyHolder.

Exercise of Warrant. (a) Except as provided in Section 4 3 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and delivery of the Notice of Exercise Form form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a2(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyexercise.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and on or before the close of business on the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days three Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States or Canadian bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. Subject to the provisions of Section (aG) Except as provided in Section 4 hereinhereof, exercise of the purchase rights represented by this Warrant may be made exercised in whole or in part at any time or times from time to time on or after ___ ___ _____ and until ___ ___ _____, or, if either such day is a day on which banking institutions are authorized by law to close, then on the Initial Exercise Date next succeeding day which shall not be such a day, by presentation and on surrender hereof to the Company at its principal office, or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of its stock transfer agent, if any, with the Company subscription in the form of attached as Exhibit I (or such other office or agency of the Company as it may designate "Subscription") duly executed and accompanied by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price for the number of Shares specified in such Subscription. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the shares thereby purchased Holder thereof to purchase the balance of the Shares purchasable thereunder. Upon receipt by wire transfer the Company of this Warrant at its office, or cashier’s check drawn on a United States bankby the warrant agent of the Company at its office, in proper form for exercise, the Holder shall be entitled deemed to receive a certificate be the holder of record of the Shares issuable upon such exercise, provided, however, that if at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to closed, the Holder within five (5) business days after certificates for the Shares, or other securities in respect of which such Warrants are then exercised, shall be issuable as of the date on which this Warrant such books shall have been exercised as aforesaid. This Warrant next be opened and until such date the Company shall be deemed under no duty to have been exercised deliver any certificate for such Shares or such other securities and such certificate or certificates the Holder shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall not be deemed to have become a holder of record of such Warrant Shares for all purposes, as shares or the owner of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of any such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyother securities.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and on or before the close of business on the Termination Date Date, or such earlier date on which this Warrant may terminate as provided elsewhere in this Warrant, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company fails to deliver to shall, at the Holder a time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant Shares pursuant to shall in all other respects be identical with this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the surrender Company of this Warrant and a duly executed facsimile copy of the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ; provided, however, said exercise will be void and of no effect if the Holder does not surrender this Warrant to the Company and the Company does not receive payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, bank on or before the Holder shall be entitled fifth day following the date notice of exercise is delivered to receive a certificate for the number of Warrant Shares so purchasedCompany. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days after 3 Trading Days from the date on which delivery to the Company of the notice of exercise, surrender of this Warrant shall have been exercised and payment of the aggregate Exercise Price as aforesaidset forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised and such certificate or certificates on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exerciseWarrant Share Delivery Date, then the Holder will have the right to rescind such exercise by written notice to the Companyexercise.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the close of business on the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, or by means of a cashless exercise as provided in Section 3(c) below, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(d), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth close of business day on the third Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the close of business on the third Trading Day after the date of exercise, and if after such third Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the The purchase rights represented by this Warrant may be made are exercisable by the Holder, in whole or in part, at any time or times on or after the Initial Exercise Date date of this Warrant and on or before the Termination Date Expiration Time by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, executed at the office of the Company Company, in Santa Barbara, California (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such the Holder appearing on the books of the Company). Upon , and upon payment of an amount equal to the aggregate Exercise Price for the number of Shares thereby purchased (by cash or by check or certified bank check payable to the order of the Company in an amount equal to the purchase price of the shares thereby purchased); whereupon the Holder shall be entitled to receive a stock certificate representing the number of Shares so purchased. The Company agrees that if at the time of the surrender of this Warrant and purchase of the Shares, and the Holder shall be entitled to exercise this Warrant, the Shares so purchased by wire transfer or cashier’s check drawn shall be and be deemed to be issued to such holder as the record owner of such Shares as of the close of business on a United States bankthe date on which this Warrant shall have been exercised as aforesaid. Upon partial exercise of this Warrant, the Holder shall be entitled to receive from the Company a certificate new Warrant in substantially identical form for the purchase of that number of Shares as to which this Warrant Shares so purchasedshall not have been exercised. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days a reasonable time after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the The purchase rights represented by this Warrant may be made are exercisable by the Holder, in whole or in part, at any time or times on or after the Initial Exercise Date date of this Warrant and on or before the Termination Date Expiration Time by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, executed at the office of the Company Company, in Morgan Hill, California (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such the Holder appearing on the books of the Company). Upon , and upon payment of an amount equal to the aggregate Exercise Price for the number of Shares thereby purchased (by cash or by check or certified bank check payable to the order of the Company in an amount equal to the purchase price of the shares thereby purchased); whereupon the Holder shall be entitled to receive a stock certificate representing the number of Shares so purchased. The Company agrees that if at the time of the surrender of this Warrant and purchase of the Shares, the Holder shall be entitled to exercise this Warrant, the Shares so purchased by wire transfer or cashier’s check drawn shall be and be deemed to be issued to such holder as the record owner of such Shares as of the close of business on a United States bankthe date on which this Warrant shall have been exercised as aforesaid. Upon partial exercise of this Warrant, the Holder shall be entitled to receive from the Company a certificate new Warrant in substantially identical form for the purchase of that number of Shares as to which this Warrant Shares so purchasedshall not have been exercised. Certificates for Warrant Shares Sxxxxx purchased hereunder shall be delivered to the Holder within five (5) business days a reasonable time after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder Holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Issuance Date, and before 5:00 P.M. (New York time) on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant Holder has been exercised by payment paid to the Company of an amount equal to the Exercise Price and plus all taxes required to be paid by the HolderHolder pursuant to Section 5, if any, pursuant to Section 5 prior to the issuance of such shares, . If this Warrant shall have been paid. If exercised in part, the Company fails to shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a certificate or certificates representing new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares pursuant to called for by this Section 3(a) by the fifth business day after the date of exerciseWarrant, then the Holder will have the right to rescind such exercise by written notice to the Companywhich new Warrant shall in all other respects be identical with this Warrant.

Exercise of Warrant. (a) Except as provided This Warrant may be exercised in Section 4 hereinwhole or in part at any time or from time to time but not later than 5:00 P.M., exercise of Mountain time, on the purchase rights represented Expiration Date. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be made at any time or times exercised on or after the Initial Exercise Date next succeeding day which shall not be such a day, by presentation and on or before the Termination Date by the surrender of this Warrant and to the Notice Company or at the office of Exercise its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate executed and accompanied by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price for the number of shares of Warrant Stock specified in such form. If this Warrant should be exercised in part only, the Company, upon the Holder’s surrender of this Warrant for cancellation, shall execute and shall deliver a new Warrant evidencing the right of the Holder to purchase the balance of the shares thereby purchased of Warrant Stock purchasable hereunder. Such new Warrant shall in all other respects be identical to this Warrant, including the date of the end of the Exercise Period. Upon receipt by wire transfer the Company of this Warrant at the office or cashier’s check drawn on a United States bankthe agency of the Company, in proper form for exercise, the Holder shall be entitled deemed to receive a certificate for be the number Holder of record of the shares of Warrant Shares so purchased. Certificates for Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Warrant Shares purchased hereunder Stock shall not then be actually delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided This Warrant may be exercised in Section 4 hereinwhole or in part on or after the date hereof and until June 15, exercise 2004, provided, however, that if such a day is a day on which the banking institution in the state of the purchase rights represented New York are authorized by law to close, then this Warrant may be made exercised on the next succeeding day which shall not be such a day. This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office or to the Company's warrant agent, if any time or times on or after has been so appointed, with the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Purchase Form annexed attached hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate executed and accompanied by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased Price, in cash or by wire transfer certified or bank cashier’s check drawn on a United States bank's check, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchasedspecified in such form. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This The Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 immediately prior to the issuance close of business on the date of any such sharesexercise, have been paidprovided that such exercise is in accordance with the provisions set forth herein. If As soon as practicable after each such exercise of the Warrant, the Company fails shall issue or cause to deliver be issued and delivered to the Holder a certificate or certificates representing for the Warrant Shares, registered in the name of the Holder. Upon exercise, the Holder shall be deemed to be the holder of record of the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of issuable upon such exercise, notwithstanding that the sock transfer books of the Company shall then the Holder will have the right to rescind be closed or that certificates representing such exercise by written notice Warrant Shares shall not then be physically delivered to the CompanyHolder. RESERVATION OF SHARES. The Company shall at all times reserve for issuance and/or delivery upon exercise of this Warrant such number of shares of Common Stock as shall be required for issuance and delivery upon exercise of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein3 herein and subject to Section 11, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date date of this Warrant and on or before prior to the close of business on the Termination Date by the surrender of (i) surrendering this Warrant and Warrant, with the Notice of Exercise Form annexed attached hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon , and (ii) delivering to the Company payment of the Exercise Price of the shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bank. The Holder exercising his, her or its purchase rights in accordance with the Holder preceding sentence shall be entitled to receive a certificate for the number of Warrant Shares so purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. Certificates for Warrant Shares shares purchased hereunder shall be issued and delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such Warrant Shares shares for all purposes, in each case, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price for such shares and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the surrender Company of this Warrant and a duly executed facsimile copy of the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ; provided, however, within 5 Trading Days of the date said Notice of Exercise is delivered to the Company, the Holder shall have surrendered this Warrant to the Company and the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days after 5 Trading Days from the date on which delivery to the Company of the Notice of Exercise Form by facsimile copy, surrender of this Warrant shall have been exercised and payment of the aggregate Exercise Price as aforesaidset forth above ("Warrant Share Delivery Date"). This Warrant shall be deemed to have been exercised and such certificate or certificates on the date the Notice of Exercise is delivered to the Company by facsimile copy. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(d), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth close of business day on the third Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the close of business on the eighth Trading Day after the date of exercise, and if after such eighth Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

Exercise of Warrant. (a) Except as provided in Unless earlier terminated under Section 4 herein7, exercise of the purchase rights represented by this Warrant may be made are exercisable by the Holder, in whole or in part, at any time or times on or after six (6) months from the Initial Exercise Date date hereof and on or before the Termination Date close of business on October ___, 2001 by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, executed at the office of the Company Company, in _________ (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such the Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the Shares thereby purchased (by cash or by check or bank draft payable to the order of the Company in an amount equal to the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, purchased); whereupon the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. The Company agrees that if at the time of the surrender of this Warrant and purchase of the Shares, the Holder shall be entitled to exercise this Warrant, the Shares so purchased shall be and be deemed to be issued to such holder as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been exercised as aforesaid. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days a reasonable time after the date on which this Warrant shall have been exercised as aforesaid. This The Company covenants that all Shares which may be issued upon the exercise of rights represented by this Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issuedwill, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as upon exercise of the date the Warrant has been exercised rights represented by payment to the Company this Warrant, be fully paid and nonassessable and free from all taxes, liens and charges in respect of the Exercise Price and all issue thereof (other than taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance in respect of any transfer occurring contemporaneously with such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyissue).

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(c), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business trading days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business trading day after the date of exerciseexercise (the "Exercise Delivery Date), then the Holder will have the right to rescind such exercise by upon written notice to the CompanyCompany sent not more than five trading days following the Exercise Delivery Date.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the The purchase rights represented by this Warrant may be made are exercisable by the registered Holder hereof, in whole at any time or times on or after the Initial Exercise Date and on or before the Termination Date in part from time to time by the surrender delivery of this Warrant and the Notice of Exercise Form annexed hereto duly executed, completed and executed at the office of the Company in New York (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, (in the manner provided in Section 2(d) hereof); whereupon the Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares so purchased; provided that the Company will place on each certificate a legend substantially the same as that appearing on this Warrant, in addition to any legend required by any applicable state or federal law. Certificates for If this Warrant Shares purchased hereunder shall be delivered is exercised in part, the Company will issue to the Holder within five (5) hereof a new Warrant upon the same terms as this Warrant but for the balance of Warrant Shares for which this Warrant remains exercisable. The Company agrees that upon exercise of this Warrant the Holder shall be deemed to be the record owner of the Warrant Shares issued upon exercise as of the close of business days after on the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall will be deemed to have been exercised and such certificate surrendered at the time of exercise or certificates shall be deemed to have been issuedif lost, and Holder stolen, misplaced, or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposesdestroyed, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companycomply with Section 7 below.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise All or any part of the purchase rights Warrant represented by this Warrant Certificate may be made exercised commencing on January 4, 2005 and ending at any time or times 5 p.m. Eastern Time on or after the Initial Exercise Date and on or before the Termination Date January 4, 2010 by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the surrender of this Warrant and the Notice of Exercise Form annexed hereto Holder or by its duly executedauthorized attorney, at the office of the Company (Company, or at such other office or agency as the Company may designate. The date on which the Company receives such instructions shall be the date of exercise. If the Holder has elected a Cashless Exercise, such instructions shall so state. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Common Stock to be received by the Holder upon completion of the Warrant exercise. When such certificates are prepared, the Company as it may designate by notice in writing shall notify the Holder and deliver such certificates to the registered Holder at or as per the address of such Holder appearing on Holder's instructions immediately upon payment in full by the books Holder, in lawful money of the Company). Upon payment United States, of the Exercise Price of payable with respect to the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankCommon Stock being purchased, if any. If fewer than all the Common Stock purchasable under the Warrant are purchased, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered Company will, upon such partial exercise, execute and deliver to the Holder within five a new Warrant Certificate (5) business days after dated the date on which hereof), in form and tenor similar to this Warrant shall have been exercised as aforesaidCertificate, evidencing that portion of the Warrant not exercised. This The Common Stock to be obtained on exercise of the Warrant shall be deemed to have been exercised and such certificate or certificates shall will be deemed to have been issued, and Holder or any other person so designated to be named therein shall exercising the Warrants will be deemed to have become a holder of record of such Warrant Shares for all purposesthose shares, as of the date of the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyPrice.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five seven (57) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day seventh Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the seventh Trading Day after the date of exercise, and if after such seventh Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the closing bid price of the Common Stock at the time of the obligation giving rise to such purchase obligation, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with a market price on the date of exercise totaled $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. Notwithstanding anything to the contrary herein, in the event a Holder is entitled to collect liquidated damages hereunder and liquidated damages pursuant to Section 4.1(a) of the Purchase Agreement, the Holder shall be limited to collect, at its option, of such remedies, only one such remedy on any given occasion.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States or Canadian bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If This Warrant shall also be exercisable by means of a "cashless exercise" in which the Company fails holder shall be entitled to deliver receive a certificate for the number of shares equal to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(aquotient obtained by dividing [(A-B) (X)] by the fifth business day after the date of exercise(A), then the Holder will have the right to rescind such exercise by written notice to the Company.where:

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised Holder faxes a Notice of Exercise to the Company, provided that such fax notice is followed by delivery of the original notice and payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paidpaid within three (3) Trading Days of such fax notice. If this Warrant shall have been exercised in part, the Company fails to deliver to shall, at the Holder a time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant Shares pursuant to shall in all other respects be identical with this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder holder shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five twenty (520) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised Holder faxes a Notice of Exercise to the Company, provided that such fax notice is followed by delivery of the original notice and payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 6 prior to the issuance of such shares, have been paidpaid within three (3) business days of such fax notice. If this Warrant shall have been exercised in part, the Company fails to shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a certificate or certificates representing new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant Shares pursuant to shall in all other respects be identical with this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If For the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to purposes of this Section 3(aAgreement, (i) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company."

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this This Warrant may be made exercised, in whole at any time or times in part from time to time, commencing September 1, 2005, and prior to 5:00 P.M., New York time, on or after August 31, 2008, by the Initial Exercise Date and on or before the Termination Date Holder by the surrender of this Warrant and (with the Notice of Exercise Form annexed hereto subscription form at the end hereof duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder ) at the address set forth in Subsection 8.1 hereof, together with proper payment of such Holder appearing on the books Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company). If this Warrant is exercised in part, this Warrant must be exercised for a number of whole shares of Common Stock, and the Holder is entitled to receive a new Warrant Covering the Warrant Shares which have not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon payment such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Exercise Price Holder for the largest number of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, whole Shares to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional Shares to receive a certificate for which the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder Holder shall be delivered entitled, pay to the Holder within five cash in an amount equal to the fair value of such fractional share (5determined in such reasonable manner as the Board of Directors of the Company shall determine), and (b) business days after deliver the date on which other securities and properties receivable upon the exercise of this Warrant, or the proportionate part thereof if this Warrant shall have been is exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if anyin part, pursuant to Section 5 prior to the issuance provisions of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver Notwithstanding anything to the Holder contrary herein, in the event the Purchase Agreement is terminated pursuant to Section 6.2(b) therein, a certificate or certificates representing pro-rata portion of half of the unexercised Warrant Shares pursuant to this Section 3(a) by herein, based upon the fifth business day after portion of the date of exerciseCommitment Amount that has not been previously honored, then the Holder will have the right to rescind such exercise by written notice to the Companyshall be null and void.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this This Warrant may be made exercised as a whole or part by the Holder, at any time or times on or after the Initial Exercise Date and on or before date hereof prior to the Termination Date termination of this Warrant, by the surrender of this Warrant and Warrant, together with the Notice of Exercise Form annexed and Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly executed, at completed and delivered to the principal office of the Company (or such other office or agency Company, specifying the portion of the Company as it may designate Warrant to be exercised and accompanied by notice payment in writing full of the Warrant Price in cash or by check with respect to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so Stock being purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such certificate or certificates exercise shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a treated for all purposes as the holder of such shares of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to close of business on such date. As promptly as practicable after such date, the Company of the Exercise Price shall issue and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder person or persons entitled to receive the same a certificate or certificates representing for the number of full shares of Warrant Shares pursuant to Stock issuable upon such exercise. If this Section 3(a) by Warrant shall be exercised for less than the fifth business day total number of shares of Warrant Stock then issuable upon exercise, promptly after surrender of this Warrant upon such exercise, the Company will execute and deliver a new warrant, dated the date hereof, evidencing the right of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companybalance of this Warrant Stock purchasable hereunder upon the same terms and conditions set forth herein.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company fails to deliver to shall, at the Holder a time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant Shares pursuant to shall in all other respects be identical with this Section 3(a) by the fifth business day after the date of exercise, then the Warrant. The Holder will shall have the right to rescind such exercise by written notice a "cashless exercise" in which the Holder shall be entitled to receive a certificate for the number of shares equal to the Company.quotient obtained by dividing [(A-B) (X)] by (A), where:

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(d). Upon such exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. Notwithstanding anything herein to the contrary, in lieu of issuing certificates for shares purchased hereunder, upon mutual agreement of the Company and the Holder, the Company may authorize its transfer agent to issue shares through electronic transactions. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or the procedures specified herein for a cashless exercise have been followed) and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyexercise.

Exercise of Warrant. (a) Except a. This Warrant may be exercised by the Holder as provided to the whole or any lesser number of the Shares covered hereby, upon surrender of this Warrant to the Company at its principal executive office together with the Notice of Exercise annexed hereto as EXHIBITS A , duly completed and executed by the Holder, and payment to the Company of the aggregate Exercise Price for the Shares to be purchased in Section 4 herein, the form of a check made payable to the Company. Certificates for the Shares so purchased shall be delivered to the Holder promptly after exercise of the stock purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender Warrant. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and the Notice of Exercise Form annexed hereto duly executed, at the office satisfies all of the Company requirements of this Section 2. Upon such exercise, the Holder will be deemed a shareholder of record of those Shares for which the Warrant has been exercised with all rights of a shareholder (or including, without limitation, all voting rights with respect to such other office or agency Shares and all rights to receive any dividends with respect to such Shares). If this Warrant is to be exercised in respect of less than all of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankShares covered hereby, the Holder shall be entitled to receive a certificate for new warrant covering the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on in respect of which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to not have been exercised and such certificate or certificates for which it remains subject to exercise. Such new warrant shall be deemed to have been issued, and Holder or any in all other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant respects identical to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 hereinSubject to the Required Condition, exercise all or any part of the purchase rights represented by this Warrant may be made exercised at any time or times on or after the Initial Exercise Date and on or before the Termination Date 5 p.m. Pacific Time on December 29, 2000 by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the surrender of this Warrant and Warrantholder or by the Notice of Exercise Form annexed hereto Warrantholder's duly executedauthorized attorney, at the office of the Company (Company, 00000 XX Xxxxxx, Xxxxx X-0, Xxxxxxxx, Xxxxxx 00000, or at such other office or agency as the Company may designate. Upon receipt of notice of exercise, the Company shall as promptly as practicable instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the exercise. When such certificates are prepared, the Company as it may designate by notice in writing shall notify the Warrantholder and deliver such certificates to the registered Holder at Warrantholder or as per the address of such Holder appearing on Warrantholder's instructions immediately upon payment in full by the books Warrantholder, in lawful money of the Company). Upon payment United States, of the Exercise Price of payable with respect to the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so Securities being purchased. Certificates for Warrant Shares purchased hereunder shall The Securities to be delivered to the Holder within five (5) business days after the date obtained on which exercise of this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall will be deemed to have been issued, and Holder or any other person so designated to be named therein shall the Warrantholder will be deemed to have become a holder of record of such Warrant Shares for all purposesthose Securities, as of the date the Warrant has been exercised by of full payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paidPrice. If fewer than all the Securities purchasable under this Warrant are purchased, the Company fails to will, upon such partial exercise, execute and deliver to the Holder Warrantholder a certificate or certificates representing new Warrant Certificate (dated the Warrant Shares pursuant date hereof), in form and tenor similar to this Section 3(a) by the fifth business day after the date Warrant Certificate, evidencing that portion of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companythis Warrant not exercised.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(c), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five witxxx xxree (53) business trading days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business third trading day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyexercise.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(c), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day third Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyexercise.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the close of business on the Termination Date Date. Exercise of this Warrant or any part hereof shall be effected by (i) the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon ) and (ii) payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank. Upon exercise of this Warrant, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days, or as soon as practical, after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyPrice.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of for the shares of Common Stock thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares the securities representing the shares of Common Stock purchased hereunder shall be delivered to the Holder within five (5) business days hereof as soon as practicable after the date on which this Warrant shall have been exercised as aforesaidduly exercised. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares securities for all purposes, as of the date the this Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 hereof, prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companysecurities.

Exercise of Warrant. (a) Except as otherwise provided herein, and subject to vesting as set forth in Section 4 herein5 of the Agreement, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after during the Initial Exercise Date and on or before the Termination Date Period, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 8 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except This Warrant may be exercised by the Holder upon surrender of this Warrant to the Company at its principal executive office together with the Notice of Exercise and Investment Representation Statement annexed hereto as provided Exhibit A duly completed and executed by the Holder, and payment to the Company of the aggregate Exercise Price for the Shares to be purchased. The Holder shall pay the Exercise Price for the Shares (i) in cash or (ii) by "cashless exercise", that is, the automatic application of shares of Preferred Stock received upon exercise of a portion of this Warrant (valued, for purposes of a cashless exercise, at Fair Market Value (defined in Section 4 herein, 2(d) below)) to satisfy the Exercise Price for additional portions of this Warrant so exercised. Certificates for the Shares so purchased shall be delivered to the Holder promptly after exercise of the stock purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender Warrant. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and the Notice of Exercise Form annexed hereto duly executed, at the office satisfies all of the Company requirements of this Section 2. Upon such exercise, the Holder will be deemed a shareholder of record of those Shares for which the warrant has been exercised with all rights of a shareholder (or including, without limitation, all voting rights with respect to such other office or agency Shares and all rights to receive any dividends with respect to such Shares). If this Warrant is to be exercised in respect of less than all of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankShares covered hereby, the Holder shall be entitled to receive a certificate for new warrant covering the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on in respect of which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to not have been exercised and such certificate or certificates for which it remains subject to exercise. Such new warrant shall be deemed to have been issued, and Holder or any in all other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant respects identical to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the The purchase rights represented by this Warrant may be made are exercisable by the registered holder hereof, in whole or in part, at any time or times before the close of business on or the date three (3) years after the Initial Exercise Date and on or before the Termination Date date hereof, by the surrender delivery of this Warrant and the Notice of Exercise Form form annexed hereto duly executed, executed at the office of the Company Company, in Fremont, California (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price purchase price of the shares thereby purchased (by wire transfer cash or cashier’s by check drawn on a United States bank, or bank draft payable to the Holder order of the Company); whereupon the holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for The Company agrees that if at the time of the surrender of this Warrant Shares purchased hereunder and purchase the holder hereof shall be delivered entitled to exercise this Warrant, the Holder within five (5) shares so purchased shall be and be deemed to be issued to such holder as the record owner of such shares as of the close of business days after on the date on which this Warrant shall have been exercised as aforesaid. This If this Warrant shall should be deemed to have been exercised in part only, the Issuer shall, upon surrender of this Warrant, execute and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become deliver a holder of record of such new Warrant Shares for all purposes, as evidencing the rights of the date holder hereof to purchase the Warrant has been exercised by payment to the Company balance of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companypurchasable hereunder.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company fails to deliver to shall, at the Holder a time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant Shares pursuant to shall in all other respects be identical with this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(c), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business trading days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business third trading day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyexercise.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and on or before the close of business on the Termination Date Date. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company fails to deliver to shall, at the Holder a time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant Shares pursuant to shall in all other respects be identical with this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the The purchase rights represented by this Warrant may be made are exercisable by the Holder, in whole or in part, at any time or times on or after the Initial Exercise Date date of this Warrant and on or before the Termination Date Expiration Time by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, executed at the office of the Company Company, in Tomball, Texas (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such the Holder appearing on the books of the Company). Upon , and upon payment of an amount equal to the aggregate Exercise Price for the number of Shares thereby purchased (by cash or by check or certified bank check payable to the order of the Company in an amount equal to the purchase price of the shares thereby purchased); whereupon the Holder shall be entitled to receive a stock certificate representing the number of Shares so purchased. The Company agrees that if at the time of the surrender of this Warrant and purchase of the Shares, and the Holder shall be entitled to exercise this Warrant, the Shares so purchased by wire transfer or cashier’s check drawn shall be and be deemed to be issued to such holder as the record owner of such Shares as of the close of business on a United States bankthe date on which this Warrant shall have been exercised as aforesaid. Upon partial exercise of this Warrant, the Holder shall be entitled to receive from the Company a certificate new Warrant in substantially identical form for the purchase of that number of Shares as to which this Warrant Shares so purchasedshall not have been exercised. Certificates for Warrant Shares Xxxxxx purchased hereunder shall be delivered to the Holder within five (5) business days a reasonable time after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(c), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day third Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyexercise.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase The rights represented by this Warrant may be made at exercised by the Holder only to the extent that such rights are vested in the Holder. The right to exercise this Warrant shall vest in the Holder as follows: (i) the right to exercise this Warrant with respect to 50,000 Warrant Shares shall vest immediately on the date hereof; (ii) the right to exercise this Warrant with respect to an additional 6,250 Warrant Shares shall vest on October 1, 2003 and then the first day of each month thereafter through and including September 1, 2005, provided that the Consulting Agreement has not been terminated prior to each such date; and (iii) the right to exercise this Warrant with respect to an additional 4,167 Warrant Shares shall vest in the Holder on October 1, 2005, and then the first day of each month thereafter through and including August 1, 2006, provided that the Consulting Agreement has not been terminated prior to each such date; and (iv) the right to exercise this Warrant with respect to an additional 4,163 Warrant Shares shall vest in the Holder on September 1, 2006, provided that the Consulting Agreement has not been terminated prior to such date. At any time or times on or after during the Initial Exercise Date and on or before Period, the Termination Date rights represented by the surrender of this Warrant and may be exercised in whole or in part (but only to the Notice of Exercise Form annexed hereto duly executed, extent that such rights are vested in the Holder) by delivery to the Corporation at the its principal executive office of the Company (or at such other office or agency of the Company place as it may designate by written notice in writing to the registered Holder at Holder) of (a) an executed Notice of Exercise in the address of such Holder appearing on the books of the Company). Upon form attached hereto, (b) payment of the Exercise Price of the shares thereby purchased by cash or by wire transfer or cashier’s check drawn on a United States bankto an account designated by the Corporation, and (c) the Holder shall be entitled to receive a certificate original of this Warrant. Upon the exercise of the rights represented by this Warrant, certificates for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder , registered in the name of the Holder, shall be issued and delivered to the Holder within five (5) business days after together with a warrant of like tenor and effect for any Warrant Shares not purchased upon partial exercise hereof. The person in whose name any certificate or certificates for Warrant Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates shall be deemed to have been issuedcertificates, except that, if the date of such surrender and Holder or any other payment is a date when the stock transfer books of the Corporation are closed, such person so designated to be named therein shall be deemed to have become a the holder of record such shares at the close of such Warrant Shares for all purposes, as of business on the next succeeding date on which the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companystock transfer books are open.

Exercise of Warrant. (a) Except as provided in Section 3(b) of Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after before the Initial Exercise Date and close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the . The Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of the Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company fails to deliver to shall, at the Holder a time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant; which new Warrant shall in all other respect be identical with this Warrant. The Holder is granted all of the rights to registration with the Securities and Exchange Commission and qualification in the states of the Warrants Shares pursuant to this Section 3(a) by set forth in the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyAgreement.

Exercise of Warrant. To exercise this warrant (a"Warrant") Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time whole or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankpart, the Holder shall be entitled deliver to receive the Corporation at its aforementioned office a certificate for written notice, in substantially the form of the subscription notice attached as an exhibit hereto (the "Subscription Notice") of the Holder's election to exercise this Warrant in whole or in part, which Subscription Notice shall specify the number of Warrant Shares to be received. The Corporation shall, as soon as practicable and in any event within 14 days thereafter, execute and deliver or cause to be delivered certificates representing the aggregate number of Shares specified in the Subscription Notice. The share certificates so purchased. Certificates for Warrant Shares purchased hereunder delivered shall be delivered to issued in the name of the Holder within five (5) business days after the date on which this Warrant shall have been exercised or such other name or names as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or designated in the Subscription Notice. Such certificates shall be deemed to have been issuedissued and the Holder, and Holder or any other person so designated to be named therein designated, shall be deemed for all purposes to have become a holder the shareholder of record of such Warrant the Shares for all purposes, as of the date of receipt by the Corporation of the Subscription Notice. If this Warrant has shall have been exercised by payment to only in part, the Company Corporation shall, at the time of delivery of the Exercise Price and all taxes required to be paid by the Holdercertificates, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the new Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have Certificate evidencing the right to rescind such exercise by written notice to receive the Companyremaining Shares purchasable under this Warrant Certificate, which new Warrant Certificate shall, in all other respects, be identical with this Warrant Certificate.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(d). Upon such exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. Notwithstanding anything herein to the contrary, in lieu of issuing certificates for shares purchased hereunder, upon mutual agreement of the Company and the Holder, the Company may authorize its transfer agent to issue shares through electronic transactions. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the seventh Trading Day after the date of exercise, and if after such seventh Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and on or before the Termination Date Date, or such earlier date on which this Warrant may terminate as provided elsewhere in this Warrant, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, executed at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankin the manner provided for herein. Upon such exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised, provided such date is a day on which the NYSE is conducting business, and if not, on the next succeeding business day. If this Warrant shall have been exercised by payment to in part, the Company shall, at the time of delivery of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the remaining shares of Common Stock called for by this Warrant, which new Warrant Shares pursuant to shall in all other respects be identical with this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Issuance Date, and before 5:00 P.M. (New York time) on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant Holder has been exercised by payment paid to the Company of an amount equal to the Exercise Price and plus all taxes required to be paid by the HolderHolder pursuant to Section 5, if any, pursuant to Section 5 prior to the issuance of such shares, . If this Warrant shall have been paid. If exercised in part, the Company fails to deliver to shall, at the Holder a time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant Shares pursuant to shall in all other respects be identical with this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Common Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five four (54) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.

Exercise of Warrant. (a) Except a. This Warrant may be exercised by the Holder as provided to the whole or any lesser number of the Shares covered hereby, upon surrender of this Warrant to the Company at its principal executive office together with the Notice of Exercise and Investment Representation Statement annexed hereto as EXHIBITS A and B, respectively, duly completed and executed by the Holder, and payment to the Company of the aggregate Exercise Price for the Shares to be purchased in Section 4 herein, the form of a check made payable to the Company. Certificates for the Shares so purchased shall be delivered to the Holder promptly after exercise of the stock purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender Warrant. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and the Notice of Exercise Form annexed hereto duly executed, at the office satisfies all of the Company requirements of this Section 2. Upon such exercise, the Holder will be deemed a shareholder of record of those Shares for which the Warrant has been exercised with all rights of a shareholder (or including, without limitation, all voting rights with respect to such other office or agency Shares and all rights to receive any dividends with respect to such Shares). If this Warrant is to be exercised in respect of less than all of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankShares covered hereby, the Holder shall be entitled to receive a certificate for new warrant covering the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on in respect of which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to not have been exercised and such certificate or certificates for which it remains subject to exercise. Such new warrant shall be deemed to have been issued, and Holder or any in all other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant respects identical to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant.

Exercise of Warrant. (a) Except as provided in Subject to the vesting provisions of Section 4 herein3 hereof, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder Xxxxxx appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business days Business Days ("Business Days") after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 6 prior to the issuance of such shares, have been paid. If For purposes of the Company fails to deliver to Stock Purchase Warrant, the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company.term "