Common use of Exercise of Warrant Clause in Contracts

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this Warrant may be exercised at any time prior to its termination by the surrender of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercise.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this This Warrant may be exercised exercised, as a whole at any one time prior or in part from time to its termination time, during the Exercise Period, by the holder of this Warrant (the "Holder"), by the surrender of this WarrantWarrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 10 hereof, together with the Notice of Exercise and the Investment Representation Statement payment in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office manner hereinafter set forth of the Company, specifying the portion of this Warrant an amount equal to be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant shall be deemed to have been exercised immediately prior to the close of business on effect at the date of its surrender for such exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than multiplied by the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant to be purchased upon such exercise. Payment for Warrant Shares shall be made by a cashier's or certified check or money order to the order of the Company. If this Warrant is exercised in part, such exercise shall be for a whole number of Warrant Shares and the Company Holder shall execute and deliver be entitled to receive a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for covering the number of Warrant Shares as in respect of which this Warrant has not been exercised, unless this Warrant has expired pursuant to its terms. Upon any exercise and surrender of this Warrant, the Company (i) will issue and deliver to the Holder a certificate or certificates in the name of the Holder for the largest whole number of Warrant Shares to which the Holder exercises this Warrantshall be entitled and, determined by multiplying the number of Warrant Shares as to which if this Warrant is directed exercised in whole, in lieu of any fractional Warrant Share to which the Holder otherwise might be cancelled by entitled, cash in an amount equal to the difference between fair value of such fractional share (i) determined in such reasonable manner as the Fair Market Value on Board of Directors of the date of exercise Company shall determine), and (ii) 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 Price then is exercised in effectpart, pursuant to the provisions of this Warrant. Payment Upon termination of the Exercise Period, this Warrant shall no longer be exercisable by such cancellation is referred to herein as “cashless exercisethe Holder.”

Exercise of Warrant. Subject to the terms and conditions set forth contained in this Warrant, the Holder hereof shall have the right, at any time and from time to time, in whole or in part, on or after the date of this Warrant and prior to the Expiration Date, to purchase from the Company that number of fully paid and nonassessable shares of Common Stock which the Holder hereof shall at the time be entitled to purchase pursuant to this Warrant (the “Shares”), upon surrender of this Warrant to the Company at its Principal Office (as defined in Section 1 5 hereof), together with the Purchase Form annexed hereto duly completed and signed by the Holder or by its duly authorized officer or attorney, and upon payment to the Company of the aggregate Warrant Price (as adjusted, if adjusted, pursuant to Section 7 hereof) for the number of Shares in respect of which this Warrant may is then exercised. Payment of the Warrant Price shall be made in the form of a certified or official bank check payable to the order of the Company. Notwithstanding the foregoing, if this Warrant is being exercised in connection with a registered public offering of the Company’s securities or a sale of the Company, then the Holder may, at its option, condition its exercise of this Warrant upon the consummation of such transaction, in which case such exercise shall not be deemed effective until the consummation of such transaction. The rights of purchase represented by this Warrant shall be exercisable, at the election of the Holder, either in whole or from time to time in part and, in the event that this Warrant is exercised in respect of less than all of the Shares purchasable upon exercise of this Warrant at any time prior to its termination by the surrender Expiration Date, a new Warrant of this Warrant, together with like tenor and representing the Notice of Exercise and right to purchase the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion remaining Shares purchasable upon exercise of this Warrant to shall be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect issued to the Warrant Shares being purchased or (b) by written direction Holder. In addition to the method of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of payment set forth in this Section 7. 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, 1.1 and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of any cash payment of the Warrant Price required in cashthis Section 1.1, the Holder may direct shall have the Company right at any time and from time to cancel a portion of time to exercise this Warrant having a value equal to in full or in part by surrendering this Warrant in the Warrant Price manner specified above in exchange for the number of Warrant Shares as shares of Common Stock equal to which the Holder exercises this Warrant, determined by multiplying product of (x) the number of Warrant Shares as shares to which this Warrant is directed to be cancelled being exercised multiplied by an amount equal to (y) a fraction, the difference between numerator of which is the Market Price (ias herein defined) of the Fair Market Value on the date shares of exercise and (ii) Common Stock less the Warrant Price then (as herein defined) and the denominator of which is such Market Price, provided however, the right described in effectthis paragraph will apply only in the event the Common Stock is publicly traded at the time of such exercise or if such exercise is in connection with a Qualified Transaction (as defined below). Payment by such cancellation is referred to herein as For purposes of the foregoing, the term “cashless exercise.”Market Price” of a share of Common Stock shall mean:

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date, and before the close of business on the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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) 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, specifying the portion holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect delivered to the Warrant Shares being purchased or holder hereof within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 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 Holder, if any, pursuant to Section 5 prior to the close issuance of business on such shares, have been paid. If this Warrant shall have been exercised in part, the Company shall, at the 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 no registration statement is effective permitting the resale of the shares of Common Stock issued upon exercise of this Warrant at any time commencing one year after the issuance date hereof, then this Warrant shall also be exercisable by means of its surrender for exercise as provided above, and a "cashless exercise" in which the Person holder shall be entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount shares equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Issuance Date hereof and before the close of business on the Termination Date hereof. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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) 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, specifying the portion holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect delivered to the Warrant Shares being purchased or holder hereof within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 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 Holder, if any, pursuant to Section 5 prior to the close issuance of business on such shares, have been paid. If this Warrant shall have been exercised in part, the date Company shall, at the time of its surrender 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 exercise as provided aboveby this Warrant, and which new Warrant shall in all other respects be identical with this Warrant. This Warrant may also be exercised by means of a "cashless exercise" in which the Person holder shall be entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount shares equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. (a) Subject to the terms and conditions set forth in Section 1 hereofherein, this Warrant may be exercised in whole or in part, pursuant to the procedures provided below, at any time prior on or before the earlier of (i) 5:00 p.m., Pacific time, on the day occurring five (5) years from the warrant issuance date (the “Expiration Date”) or, if such day is a day on which banking institutions in California are authorized by law to close, then on the next succeeding day that shall not be such a day. The Warrant shall only be exercisable on a cash basis. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at its termination principal office, with the Warrant Exercise Form attached hereto duly executed by the surrender Holder and accompanied by payment in cash, wire transfer or by check, payable to the order of the Company, of the aggregate Exercise Price for the total aggregate number of shares for which this Warrant is exercised. Upon receipt by the Company of this Warrant, together with the Notice of executed Warrant Exercise Form and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office payment of the CompanyExercise Price for the shares to be acquired, specifying in proper form for exercise, and subject to the portion Holder’s compliance with all requirements of this Warrant to be exercised and accompanied by payment in full of for the Warrant Price (a) in cash or by certified check with respect to exercise hereof, the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Holder 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 issuable upon exercise shall be treated for all purposes as the holder of such record of the shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares Common Stock issuable upon such exercise. If , notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder; provided, however, that no exercise of this Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exerciseeffective, promptly after surrender of the Warrant upon such exercise, and the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of have no obligation to issue any Common Stock to the Holder to the balance upon any attempted exercise of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying unless the number of Warrant Shares Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to which this Warrant provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act and applicable state securities laws, including without limitation representations that the Holder is directed familiar with the Company and its business and financial condition and has had an opportunity to be cancelled by an amount equal ask questions and receive documents relating thereto to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisehis reasonable satisfaction.”

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, --------------------- exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date, and before the close of business on the Termination Date. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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) 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, specifying the portion holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect delivered to the Warrant Shares being purchased or holder hereof within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 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 Holder, if any, pursuant to Section 5 prior to the close issuance of business on such shares, have been paid. If this Warrant shall have been exercised in part, the date Company shall, at the time of its surrender 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 exercise as provided aboveby this Warrant, and which new Warrant shall in all other respects be identical with this Warrant. This Warrant may also be exercised by means of a "cashless exercise" in which the Person holder shall be entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount shares equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. Subject to the conditions set forth (a) Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of DOC and upon payment of the CompanyExercise Price for the shares thereby purchased (i) by wire transfer or cashier's check drawn on a United States bank to DOC or (ii) by means of a cashless exercise pursuant to the procedure described in Section 3(b), specifying and the portion Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for shares purchased hereunder shall be delivered to the Holder within five (5) Trading Days after the date on which this Warrant to be shall have been exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 shares for all purposes, as of the date the Warrant has been exercised by payment to DOC of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 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 issuable upon exercise shall be treated for all purposes as the holder issuance of such shares of record as of the close of business on such dateshares, have been paid. As promptly as practicable after such date, the Company shall issue and If DOC fails to deliver to the Person or Persons entitled to receive the same Holder a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon pursuant to this Section 3(a) by the fifth Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. If In addition to any other rights available to the Holder, if DOC fails to deliver to the Holder a certificate or certificates representing the Warrant shall be exercised for less than Shares pursuant to an exercise by the total number fifth Trading Day after the date of Warrant Shares then issuable upon exercise, promptly and if after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of fifth Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of DOC Common Stock to deliver in satisfaction of a sale by the balance Holder of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, which the Holder may direct the Company to cancel anticipated receiving upon such exercise (a portion of this Warrant having a value equal "Buy-In"), then DOC shall (1) pay in cash to the Warrant Price Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of DOC Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares as that DOC was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the Holder exercises this Warrantsell order giving rise to such purchase obligation was executed, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value on the date number of shares of DOC Common Stock that would have been issued had DOC timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases DOC Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of DOC Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (ii1) of the immediately preceding sentence DOC shall be required to pay the Holder $1,000. The Holder shall provide DOC 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 DOC. 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 DOC's failure to timely deliver certificates representing shares of DOC Common Stock upon exercise of the Warrant Price then in effect. Payment by such cancellation is referred as required pursuant to herein as “cashless exercisethe terms hereof.”

Exercise of Warrant. Subject to (a) Exercise of the conditions set forth in Section 1 hereof, purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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), specifying and upon payment of the portion of this Warrant to be exercised and accompanied by payment in full Exercise Price of the Warrant Price (a) in cash Shares thereby purchased by wire transfer or by certified cashier's check with respect 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 Warrant Shares being purchased or Holder within seven (b7) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately prior 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 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 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 close of ------------ business on the 7th Trading Day after the date of such 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 its surrender for exercise as provided aboveexercise, and if after such 10th Trading Day the Person entitled Holder is required by its broker to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such purchase (in an open market transaction or otherwise) shares of record as Common Stock to deliver in satisfaction of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of sale by the Holder to the balance of the Warrant Shares purchasable hereunder which the Holder anticipated receiving upon such exercise (a "BUY-IN"), then the same terms and conditions set forth herein. In lieu of payment of ------ 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 Price in cash, Shares so purchased exceeds (y) the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for amount obtained by multiplying (A) the number of Warrant Shares as that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the Holder exercises this Warrantsell order giving rise to such purchase obligation was executed, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value on number of shares of Common Stock that would have been issued had the date of 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 (ii1) 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 Xxxxxx'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 Price then in effect. Payment by such cancellation is referred Shares as required pursuant to herein as “cashless exercisethe terms hereof.”

Exercise of Warrant. Subject to the conditions set forth (a) Except as provided in Section 1 hereof3(c) herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price Company (a) in cash or by certified check with respect to the Warrant Shares being purchased such other office or (b) by written direction agency of the Company as it may designate by notice in writing to cancel the registered Holder at the address of such Holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check of immediately available funds drawn on a portion United States bank 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 shares purchased hereunder shall be delivered to the Holder within five (5) Trading Days after the date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 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 close of business on the fifth Trading Day after the date of its surrender for exercise as provided aboveexercise, and then the Person entitled Holder will have the right to receive 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 issuable upon pursuant to an exercise shall be treated for all purposes as the holder of such shares of record as of by the close of business on such date. As promptly as practicable the fifth Trading Day after the date of exercise, and if after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of 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 balance Holder of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, which the Holder may direct anticipated receiving upon such exercise (a “Buy-In”), then the Company to cancel a portion of this Warrant having a value equal shall (1) pay in cash to the Warrant Price 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 as that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the Holder exercises this Warrantsell order giving rise to such purchase obligation was executed, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value on number of shares of Common Stock that would have been issued had the date of 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 (ii1) 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 Price then in effect. Payment by such cancellation is referred as required pursuant to herein as “cashless exercisethe terms hereof.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 provisions hereof, this Warrant may be exercised exercised, in whole or in part, or sold, assigned or transferred at any time prior or from time to its termination time on or after the date hereof This Warrant shall be exercised by the presentation and surrender of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, hereof to OTEC at the principal office of OTEC, accompanied by (i) a written notice of exercise, (ii) payment to OTEC, for the Companyaccount of OTEC, of the Exercise Price for the number of shares of Common Stock specified in such notice, and (iii) a certificate of the Holder specifying the portion event or events which have occurred and entitle the Holder to exercise this Warrant. The Exercise Price for the number of shares of Common Stock specified in the notice shall be payable in immediately available funds or in the form of an offset to amount owed by OTEC to Lender. Upon such presentation and surrender, OTEC shall issue promptly (and within one business day if reasonably requested by the Holder) to the Holder or its assignee, transferee or designee the number of shares of Common Stock to which the Holder is entitled hereunder. OTEC covenants and warrants that such shares of Common Stock, when so issued, will be duly authorized, validly issued, fully paid and non-assessable, and free and clear of all liens and encumbrances. If this Warrant is exercised in part only, OTEC shall, upon surrender of this Warrant to be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 abovecancellation, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, Warrant evidencing the right rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth hereinshares of Common Stock issuable hereunder. In lieu Upon receipt by OTEC of payment of the Warrant Price this Warrant, in cashproper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of OTEC may direct the Company to cancel a portion then be closed or that certificates representing such shares of this Warrant having a value equal Common Stock shall not then be actually delivered to the Warrant Price for Holder. OTEC shall pay all expenses, and any and all United States federal, state and local taxes and other charges, that may be payable in connection with the number preparation, issuance and delivery of Warrant Shares as stock certificates pursuant to which this Paragraph 1 in the name of the Holder exercises this Warrantor its assignee, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisetransferee or designee.”

Exercise of Warrant. Subject to Exercise of the conditions set forth in Section 1 hereof, purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Exercise Date and before the close of business on the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price Company (a) in cash or by certified check with respect to the Warrant Shares being purchased such other office or (b) by written direction agency of the Company as it may designate by notice in writing to cancel a portion the registered holder hereof at the address of such holder appearing on the books of the Company) and (A) upon payment of the Exercise Price of the shares thereby purchased by wire transfer, check, certified check or cashiers check payable to SmartVideo Technologies, Inc. and/or (B) by notifying the Company that this Warrant sufficient is being exercised pursuant to satisfy a Cashless Exercise (as defined in Section 4), the “cashless exercise” provisions holder shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be delivered to the holder hereof within five (5) business days after the date on which this Section 7Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 shares for all purposes, as of the date the 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 6 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 issuable upon exercise shall be treated for all purposes as the holder issuance of such shares shares, have been paid within three (3) business days of record as of the close of business on such datefax notice. As promptly as practicable after such dateIf this Warrant shall have been exercised in part, the Company shall issue and shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver Holder a new Warrant, dated the date hereof, Warrant evidencing the right rights of the Holder to purchase the balance unpurchased shares of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price Common Stock called for the number of Warrant Shares as to which the Holder exercises by this Warrant, determined by multiplying the number of which new Warrant Shares as to which shall in all other respects be identical with this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseWarrant.”

Exercise of Warrant. Subject to (a) The purchase rights represented by this Warrant are exercisable by the conditions set forth in Section 1 registered Holder hereof, this Warrant may be exercised in whole at any time prior or in part from time to its termination time by the surrender delivery of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, executed at the principal 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), specifying and upon payment of the portion Exercise Price of the shares thereby purchased (cash, bank wire transfer, or by certified or official bank check 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 be 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. If this Warrant is exercised and accompanied by payment in full of part, the Warrant Price (a) in cash or by certified check with respect Company will issue to the Holder hereof a new Warrant upon the same terms as this Warrant but for the balance of Warrant Shares being purchased or (b) by written direction of the for which this Warrant remains exercisable. The Company to cancel a portion agrees that upon exercise of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Holder shall be deemed to have been exercised immediately prior to be the record owner of the shares issued upon exercise as of the close of business on the date of its surrender for exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the which this Warrant shall have been exercised as aforesaid. This Warrant will be exercised for less than surrendered at the total number time of Warrant Shares then issuable upon exerciseexercise or if lost, promptly after surrender of the Warrant upon such exercisestolen, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cashmisplaced or destroyed, the Holder may direct the Company to cancel a portion of this Warrant having a value equal will comply with Section 7 below (b) Certificates for shares purchased hereunder shall be delivered to the Warrant Price for Holder hereof within a reasonable time after the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to date on which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein shall have been exercised as “cashless exerciseaforesaid.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this This Warrant may be exercised exercised, in whole at any time or in part from time to time, commencing prior to its termination expiration date by the Holder by the surrender of this Warrant, together Warrant (with the Notice of Exercise form at the end hereof duly executed) at the address set forth in Subsection 10(g) hereof, together with proper payment of the aggregate Warrant Exercise Price, or the proportionate part thereof if this Warrant is exercised in part. Unless otherwise agreed in writing by both the Company and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executedHolder, at no time will the principal office of the Company, specifying the portion of Holder be allowed to exercise this Warrant to be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient that would result in the Holder owning more than 9.99% of the common stock outstanding of the Company. For purposes of beneficial ownership calculations under Section 13d-3 of the 34 act, Holder will not be allowed to satisfy the “cashless exercise” provisions exercise this Warrant or a portion of this Section 7Warrant, if within 60 days prior to exercise, such exercise would result, or have resulted, in Holder owning more than 9.99% of the common stock outstanding of the Company. This Payment for Warrant Shares shall be deemed to have been exercised immediately prior made by valid check payable to the close order of business on the date Company or by wire transfer of its surrender funds. If this Warrant is exercised in part, this Warrant must be exercised for exercise as provided abovea number of whole shares of the Common Stock, and the Person Holder is entitled to receive a new Warrant covering the Warrant Shares issuable upon exercise shall be treated for all purposes as which have not been exercised and setting forth the holder of such shares of record as proportionate part of the close aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of business on such date. As promptly as practicable after such datethis Warrant, the Company shall will (a) issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if in the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right name of the Holder to for the balance largest number of whole shares of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as Common Stock to which the Holder exercises this Warrantshall be entitled and, determined by multiplying the number of Warrant Shares as to which if this Warrant is directed exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall be cancelled by entitled, pay to the Holder cash in an amount equal to the difference between fair value of such fractional share (i) determined in such reasonable manner as the Fair Market Value on Board of Directors of the date of exercise Company shall determine), and (iib) deliver the other securities and properties receivable upon the exercise of this Warrant, or the proportionate part thereof if this Warrant Price then is exercised in effect. Payment by such cancellation is referred part, pursuant to herein as “cashless exercisethe provisions of this Warrant.”

Exercise of Warrant. Subject to the terms and conditions set forth in Section 1 hereofherein, the Holder may exercise this Warrant may be exercised on or after May 8, 2008 and no later than May 7, 2013. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at any time prior to its termination principal office, with the Warrant Exercise Form, attached hereto as Appendix A, duly executed by the surrender Holder and accompanied by payment in cash or by check, payable to the order of the Company, of the aggregate Exercise Price for the total aggregate number of securities for which this Warrant is exercised or a cashless exercise at the sole decision of the Holder. The Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” Upon receipt by the Company of this Warrant, together with the Notice of executed Warrant Exercise Form and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office payment of the CompanyExercise Price, specifying if any, for the portion securities to be acquired, in proper form for exercise, and subject to the Holder’s compliance with all requirements of this Warrant to be exercised and accompanied by payment in full of for the Warrant Price (a) in cash or by certified check with respect to exercise hereof, the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Holder 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares Stock issuable upon such exercise. If , notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such securities shall not then be actually delivered to the Holder; provided, however, that no exercise of this Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exerciseeffective, promptly after surrender of the Warrant upon such exercise, and the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of have no obligation to issue any Warrant Stock to the Holder to the balance upon any attempted exercise of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying unless the number of Warrant Shares Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to which this Warrant provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act and applicable state securities laws, including without limitation representations that the exercising Holder is directed an “accredited investor” as defined in Regulation D under the Securities Act and that the Holder is familiar with the Company and its business and financial condition and has had an opportunity to be cancelled by an amount equal ask questions and receive documents relating thereto to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisehis reasonable satisfaction.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 provisions hereof, the Warrantholder may exercise this Warrant may be exercised Warrant, in whole or in part, at any time commencing upon the earlier of the consummation of the IPO or the Listing and prior to its termination by the Expiration Date upon surrender of this the Warrant, together with the Notice delivery of Exercise and the Investment Representation Statement a duly executed notice of exercise, in the forms form attached hereto as Attachments Appendix 1 (the “Notice of Exercise”) and 2payment by cash, respectivelycertified check or wire transfer of funds (or, duly completed and executedin certain circumstances, by cashless exercise as provided below) of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction agency of the Company as it may designate by notice to cancel a portion of this the Warrantholder). The Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Shares so purchased shall be deemed to have been exercised immediately prior be issued to the Warrantholder or the Warrantholder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered (or the date evidence of its surrender for exercise as loss, theft or destruction thereof and security or indemnity reasonably satisfactory to the Company has been provided aboveto the Company), the Warrant Price shall have been paid and the Person entitled completed Notice of Exercise shall have been delivered. Subject to receive compliance with Section 4 hereof, the Warrant Shares issuable upon exercise so purchased shall be treated for all purposes issued in book-entry form (unless the Warrantholder requests that the Warrant Shares be issued in certificated form) and delivered to the Warrantholder within a reasonable time, not exceeding five (5) business days, after this Warrant shall have been so exercised. The Warrant Shares (and, if applicable, certificates representing the Warrant Shares) so delivered shall be in such denominations as may be requested by the holder of such shares of record as Warrantholder and shall be registered in the name of the close Warrantholder or such other name as shall be designated by the Warrantholder, as specified in the Notice of business on such dateExercise. As promptly as practicable after such dateIf this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall issue and deliver to shall, at its expense, at the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number time of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance delivery of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of (and, if applicable, certificates representing the Warrant Price in cashShares), the Holder may direct the Company to cancel a portion of this Warrant having a value equal deliver to the Warrantholder a new Warrant Price for representing the right to purchase the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as shares with respect to which this Warrant is directed to be cancelled shall not then have been exercised. As used herein, “business day” means a day, other than a Saturday or Sunday, on which banks in New York City and Bermuda are open for the general transaction of business. Each exercise hereof shall constitute the re-affirmation by an amount equal to the difference between (i) Warrantholder that the Fair Market Value on representations and warranties contained in the date Investor Letter of exercise the Warrantholder are true and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisecorrect.”

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date and before the close of business on the Termination Date. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant, together with Warrant and the Notice of Exercise and Form annexed hereto duly executed (which notice may be delivered pursuant to the Investment Representation Statement in notice provision of the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executedPurchase Agreement), at the principal 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) 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, specifying the portion Holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be exercised and accompanied by payment in full delivered to the Holder hereof within three (3) Trading Days after the date on which the Notice of Exercise Form has been deemed delivered to the Company provided that all of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction conditions of the Company to cancel a portion exercise of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7warrant have been met by such date. This Warrant shall be deemed to have been exercised immediately 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 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 Holder, if any, pursuant to Section 5 prior to the close issuance of business on such shares, have been paid. If this Warrant shall have been exercised in part, the date Company shall, at the time of its surrender 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 exercise as provided aboveby this Warrant, and which new Warrant shall in all other respects be identical with this Warrant. This Warrant may also be exercised by means of a "cashless exercise" in which the Person Holder shall be entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount shares equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. Subject to the terms and conditions set forth in Section 1 hereofherein, the Holder may exercise this Warrant may be exercised on or after December 12, 2008 and no later than December 11, 2013. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at any time prior to its termination principal office, with the Warrant Exercise Form, attached hereto as Appendix A, duly executed by the surrender Holder and accompanied by payment in cash or by check, payable to the order of the Company, of the aggregate Exercise Price for the total aggregate number of securities for which this Warrant is exercised or a cashless exercise at the sole decision of the Holder. The Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” Upon receipt by the Company of this Warrant, together with the Notice of executed Warrant Exercise Form and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office payment of the CompanyExercise Price, specifying if any, for the portion securities to be acquired, in proper form for exercise, and subject to the Holder’s compliance with all requirements of this Warrant to be exercised and accompanied by payment in full of for the Warrant Price (a) in cash or by certified check with respect to exercise hereof, the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Holder 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares Stock issuable upon such exercise. If , notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such securities shall not then be actually delivered to the Holder; provided, however, that no exercise of this Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exerciseeffective, promptly after surrender of the Warrant upon such exercise, and the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of have no obligation to issue any Warrant Stock to the Holder to the balance upon any attempted exercise of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying unless the number of Warrant Shares Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to which this Warrant provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act and applicable state securities laws, including without limitation representations that the exercising Holder is directed an “accredited investor” as defined in Regulation D under the Securities Act and that the Holder is familiar with the Company and its business and financial condition and has had an opportunity to be cancelled by an amount equal ask questions and receive documents relating thereto to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisehis reasonable satisfaction.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this This Warrant may be exercised by the Warrant Holder, in whole or in part, at any time prior and from time to its termination time by the surrender of this Warrant, together with the Notice form of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, subscription at the end hereof duly executed by Warrant Holder, to the Company at its principal office of office. In the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of event that the Warrant Price (a) is not exercised in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 abovefull, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares shall be reduced by the number of such Warrant Shares for which this Warrant is exercised, and the Company, at its expense, shall forthwith issue and deliver to or upon the order of Warrant Holder a new Warrant of like tenor in the name of Warrant Holder or as Warrant Holder (upon payment by Warrant Holder of any applicable transfer taxes) may request, reflecting such adjusted Warrant Shares. If, despite the Company's obligations provided in Paragraphs 4(a) and 4(d) hereof, the Company shall not have registered pursuant to a Registration Statement under the Act and/or available for issuance upon exercise of this Warrant sufficient shares of Common Stock for such issuance as such registered shares then, notwithstanding anything contained herein to the contrary and in addition to and not in lieu of any of the other rights and remedies to which the Warrant Holder exercises may be entitled by reason of the Company's failure fully to meet its obligations under Paragraphs 4(a) and 4(d) hereof, the Warrant Holder may, at its election exercised in its sole discretion, exercise this WarrantWarrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Purchase Price, elect instead to receive upon such exercise the Net Number of shares of Common Stock determined by multiplying according to the following formula: Net Number = (A X B) - (A X C) ------------------- B For purposes of the foregoing formula: A = the total number of Warrant Shares as shares with respect to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisebeing exercised.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 provisions hereof, this the ------------------- Warrantholder may exercise the Warrant may be exercised in whole or in part at any time prior to its termination by the upon surrender of this the Warrant, together with delivery of the Notice of Exercise and the Investment Representation Statement in the forms duly executed Warrant exercise form attached hereto as Attachments 1 and 2(the "Exercise Agreement"), respectively, duly completed and executed, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the CompanyCompany as it may designate by notice to the holder hereof). The Warrantholder will not be required to make any cash payment upon exercise hereunder, specifying the portion but shall only be entitled to effect a cashless exercise of this Warrant to be exercised and accompanied by payment in full for that number of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being indicated in the Exercise Agreement. The Warrant Shares so purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant shall be deemed to have been exercised immediately prior be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered (or evidence of its surrender for exercise as provided aboveloss, theft or destruction thereof and security or indemnity satisfactory to the Company) and the Person entitled to receive completed Exercise Agreement shall have been delivered. Certificates for the Warrant Shares issuable upon exercise so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be treated for all purposes as delivered to the holder hereof within a reasonable time, not exceeding ten (10) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such shares of record holder or such other name as of the close of business on shall be designated by such dateholder. As promptly as practicable after such dateIf this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall issue and shall, at its expense, at the time of delivery of such certificates, deliver to the Person or Persons entitled to receive the same holder a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) new Warrant representing the number of full Warrant Shares issuable upon such exercise. If the shares with respect to which this Warrant shall be exercised for less than not then have been exercised. To effect the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such cashless exercise, the Company Warrantholder shall execute and deliver include in the Exercise Agreement a new Warrant, dated the date hereof, evidencing the right calculation of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as shares of Common Stock to which the Holder exercises this Warrant, be issued determined by multiplying the number of Warrant Shares as to which this Warrant is directed to it would otherwise be cancelled entitled by an amount equal to a fraction, the numerator of which shall be the difference between (i) the Fair Market Value Price per share of the Common Stock on the date of exercise and (ii) the Warrant Price, and the denominator of which shall be such Market Price then per share of the Common Stock. For this purpose, the "Market Price" of the Common Stock shall be the closing price of the Common Stock as reported by the Nasdaq National Market on the trading day first preceding the date in effectquestion. Payment by Each exercise hereof shall constitute the representation and warranty of the Warrantholder to the Company that the representations and warranties contained in Article 5 of the Purchase Agreement (as defined below) are true and correct in all material respects as of the time of such cancellation is referred to herein as “cashless exercise.”

Exercise of Warrant. Subject to the terms and conditions set forth in Section 1 hereofherein, the Holder may exercise this Warrant may be on or after the date of issuance, but no later than March 11, 2015. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at its principal office, with the Warrant Exercise Form, attached hereto as Appendix A, duly executed by the Holder and accompanied by payment in cash or by check, payable to the order of the Company, of the aggregate Exercise Price for the total aggregate number of securities for which this Warrant is exercised or a cashless exercise at the sole decision of the Holder with thirty days advance notice. If this Warrant is exercised at any such time prior by means of a “cashless exercise,” the Holder shall be entitled to its termination receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) is the VWAP (as defined below) on the Trading Day immediately preceding the date of such election, (B) is the Exercise Price of this Warrant then in effect; and (X) is the number of Warrant Shares issuable upon exercise of the portion of the Warrant that is then being exercised in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise. The Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” Upon receipt by the surrender Company of this Warrant, together with the Notice of executed Warrant Exercise Form and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office payment of the CompanyExercise Price, specifying if any, for the portion securities to be acquired, in proper form for exercise, and subject to the Holder’s compliance with all requirements of this Warrant to be exercised and accompanied by payment in full of for the Warrant Price (a) in cash or by certified check with respect to exercise hereof, the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Holder 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares Stock issuable upon such exercise. If , notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such securities shall not then be actually delivered to the Holder; provided, however, that no exercise of this Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exerciseeffective, promptly after surrender of the Warrant upon such exercise, and the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of have no obligation to issue any Warrant Stock to the Holder to the balance upon any attempted exercise of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying unless the number of Warrant Shares Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to which this Warrant provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act and applicable state securities laws, including without limitation representations that the exercising Holder is directed an “accredited investor” as defined in Regulation D under the Securities Act and that the Holder is familiar with the Company and its business and financial condition and has had an opportunity to be cancelled by an amount equal ask questions and receive documents relating thereto to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisehis reasonable satisfaction.”

Exercise of Warrant. Subject to (a) Except as otherwise provided herein, exercise of the conditions set forth in Section 1 hereof, purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price Company (a) in cash or by certified check with respect to the Warrant Shares being purchased such other office or (b) by written direction agency of the Company as it may designate by notice in writing to cancel the registered Holder at the address of such Holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a portion United States bank, the Holder shall be entitled to receive a certificate for the number of this Warrant sufficient Shares so purchased. Certificates for shares purchased hereunder shall be delivered to satisfy the “cashless exercise” provisions of this Section 7Holder promptly thereafter. This Warrant shall be deemed to have been exercised immediately 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 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 4 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 issuable upon exercise shall be treated for all purposes as the holder issuance of such shares of record as of the close of business on such dateshares, have been paid. As promptly as practicable after such date, If the Company shall issue and fails to deliver to the Person or Persons entitled to receive the same Holder a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If pursuant to an exercise by the Warrant shall be exercised for less than tenth Trading Day after the total number date of Warrant Shares then issuable upon exercise, promptly and if after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of tenth 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 balance Holder of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, which the Holder may direct anticipated receiving upon such exercise (a “Buy-In”), then the Company to cancel a portion of this Warrant having a value equal shall (1) pay in cash to the Warrant Price 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 as that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the Holder exercises this Warrantsell order giving rise to such purchase obligation was executed, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value on number of shares of Common Stock that would have been issued had the date of Company timely complied with its exercise and (ii) delivery obligations hereunder. 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 Price then in effect. Payment by such cancellation is referred as required pursuant to herein as “cashless exercisethe terms hereof.”

Exercise of Warrant. Subject to the terms and conditions set forth in Section 1 hereofherein, the Holder may exercise this Warrant may be exercised on or after May 25, 2010 and no later than May 24, 2013. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at any time prior to its termination principal office, with the Warrant Exercise Form, attached hereto as Appendix A, duly executed by the surrender Holder and accompanied by payment in cash or by check, payable to the order of the Company, of the aggregate Exercise Price for the total aggregate number of securities for which this Warrant is exercised or a cashless exercise at the sole decision of the Holder. The Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” Upon receipt by the Company of this Warrant, together with the Notice of executed Warrant Exercise Form and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office payment of the CompanyExercise Price, specifying if any, for the portion securities to be acquired, in proper form for exercise, and subject to the Holder’s compliance with all requirements of this Warrant to be exercised and accompanied by payment in full of for the Warrant Price (a) in cash or by certified check with respect to exercise hereof, the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Holder 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares Stock issuable upon such exercise. If , notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such securities shall not then be actually delivered to the Holder; provided, however, that no exercise of this Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exerciseeffective, promptly after surrender of the Warrant upon such exercise, and the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of have no obligation to issue any Warrant Stock to the Holder to the balance upon any attempted exercise of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying unless the number of Warrant Shares Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to which this Warrant provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act and applicable state securities laws, including without limitation representations that the exercising Holder is directed an “accredited investor” as defined in Regulation D under the Securities Act and that the Holder is familiar with the Company and its business and financial condition and has had an opportunity to be cancelled by an amount equal ask questions and receive documents relating thereto to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisehis reasonable satisfaction.”

Exercise of Warrant. Subject (1) The Holder is entitled to exercise this Warrant in whole or in part at any time, or from time to time, until the Expiration Date or, if such day is not a Business Day, then on the next succeeding day that shall be a Business Day. To exercise this Warrant, the Holder shall execute and deliver to the conditions set forth in Section 1 hereof, this Company a Warrant may be exercised at any time prior to its termination Exercise Subscription Form forming a part hereof duly executed by the surrender Holder and payment of the applicable Exercise Price for each Warrant Share subject to such exercise. Upon such delivery and payment, the Holder shall be deemed to be the holder of record of the Warrant Shares subject to such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. Notwithstanding anything herein to the contrary, in lieu of payment in cash of the applicable Exercise Price, the Holder may elect (i) to receive upon exercise of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined reduced by multiplying the a number of Warrant Common Shares as to which this Warrant is directed to be cancelled by an amount having the aggregate Fair Market Value equal to the difference between aggregate Exercise Price for the Warrant Shares, (iii) to deliver as payment, in whole or in part of the aggregate Exercise Price, Common Shares having the aggregate Fair Market Value on equal to the date aggregate Exercise Price for the Warrant Shares in respect of exercise and which the Exercise Price is not being paid in cash or (iii) to deliver as payment, in whole or in part of the aggregate Exercise Price, such number of Warrants which, if exercised, would result in a number of Common Shares having an aggregate Fair Market Value equal to the aggregate Exercise Price for the Warrant Shares in respect of which the Exercise Price is not being paid in cash. Notwithstanding anything to the contrary in this paragraph (b)(1), if the aggregate Fair Market Value of the Common Shares applied or delivered pursuant to (i), (ii) or (iii) above exceeds the Warrant Price then aggregate Exercise Price, in effect. Payment by such cancellation is referred no event shall the Holder be entitled to herein as “cashless exercisereceive any amounts from the Company.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this This Warrant may be exercised at any time prior to its termination by the surrender Holder, in whole or in part from time to time, during the Exercise Period subject to the prior satisfaction of the provisions set forth herein. This Warrant may be exercised by the Holder delivering to the Company this Warrant, together with the Notice of Exercise Warrant and the Investment Representation Statement duly executed subscription in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, form set forth at the principal office of the Companyend hereof, specifying the portion of this with such subscription and Warrant to be exercised and being accompanied by the payment in full to the Company of an amount equal to the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant shall be deemed to have been exercised immediately prior to the close of business on effect at the date of its surrender for such exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than multiplied by the total number of Warrant Shares then issuable to be purchased upon exercise, promptly after surrender such exercise ("Total Warrant Price"). Payment by the Holder of the Total Warrant upon Price will be made by a cashier's or certified check or money order to the order of the Company. If this Warrant is exercised in part, such exercise, exercise must be for a whole number of Warrant Shares and the Company shall execute and deliver Holder will be entitled to receive a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for covering the number of Warrant Shares as for which this Warrant has not been exercised. Upon any exercise and surrender of this Warrant, the Company will (a) issue and deliver to the Holder a certificate or certificates in the name of the Holder for the largest whole number of Warrant Shares to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which has purchased under this Warrant is directed pursuant to be cancelled by the terms hereof; (b) in lieu of any fractional Warrant Share, deliver to the Holder cash in an amount equal to the difference between fair value of such fractional share (i) calculated in such reasonable manner as the Fair Market Value on Board of Directors of the date of exercise Company shall determine), and (iic) 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 Price then is exercised in effect. Payment by such cancellation is referred part, pursuant to herein as “cashless exercisethe provisions of this Warrant.”

Exercise of Warrant. Subject to the terms and conditions set forth in Section 1 hereof, this Warrant may be exercised exercised, in whole or in part, at any time during normal business hours on or after the date hereof and prior to its termination 5:00 P.M., Eastern Standard Time, on the Expiration Date. The rights represented by this Warrant may be exercised by the Purchaser, in whole or from time to time in part (except that this Warrant shall not be exercisable as to a fractional share) by (i) delivery of a written notice of such Purchaser's election to exercise this Warrant, which notice shall 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 in cash or by certified or official bank check or by net issue election, (iii) surrender of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executedproperly endorsed, at the principal office of the CompanyCompany (or at such other agency or office of the Company as the Company may designate by notice to the Purchaser), specifying and (iv) delivery to the portion Company by the Purchaser of a letter in the form of Exhibit A hereto. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased, registered in the name of the Purchaser, shall be delivered to such Purchaser within 15 calendar days after such rights shall have been so exercised. Unless the rights represented by this Warrant shall have expired or have been fully exercised, the Company shall issue a new Warrant identical in all respects to the Warrant exercised, except that it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrant exercised, less the number of Warrant Shares with respect to which such Warrant was exercised. The entity in whose name any certificate for Warrant Shares is issued upon the exercise of this Warrant to be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant shall for all purposes be deemed to have been exercised become the holder of record of such Warrant Shares immediately prior to the close of business on the date of its surrender for exercise as provided above, and the Person entitled to receive on which the Warrant Shares issuable upon was surrendered and payment of the amount due in respect of such exercise and any applicable taxes was made, irrespective of the date of delivery of such share certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are properly closed, such person shall be treated for all purposes as deemed to have become the holder of such shares of record as of Warrant Shares at the close opening of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the next succeeding date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to on which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisestock transfer books are open.”

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date, and before the close of business on the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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) 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, specifying the portion holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect delivered to the Warrant Shares being purchased or holder hereof within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 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 Holder, if any, pursuant to Section 5 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 issuable upon exercise shall be treated for all purposes as the holder issuance of such shares of record as of the close of business on such dateshares, have been paid. As promptly as practicable after such dateIf this Warrant shall have been exercised in part, the Company shall issue and deliver to shall, at the Person or Persons entitled to receive time of delivery of the same a certificate or certificates (or representing Warrant Shares, deliver to Holder a direct registration system statement if new Warrant evidencing the rights of Holder to purchase the unpurchased shares are to of Common Stock called for by this Warrant, which new Warrant shall in all other respects be issued in book entry form) representing the number of full Warrant Shares issuable upon such exerciseidentical with this Warrant. If there is no registration in effect permitting the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of resale by the Holder to the balance of the Warrant Shares purchasable hereunder upon at any time from and after one year from the same terms and conditions set forth herein. In lieu issuance date of payment of the Warrant Price in cashthis Warrant, then the Holder may direct shall have the Company right to cancel a portion of this Warrant having "cashless exercise" in which the Holder shall be entitled to receive a value equal to the Warrant Price certificate for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount shares equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date, and before the close of business on the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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) 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, specifying the portion holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect delivered to the Warrant Shares being purchased or holder hereof within five (b5) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 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 Holder, if any, pursuant to Section 5 prior to the close issuance of business on such shares, have been paid. If this Warrant shall have been exercised in part, the date Company shall, at the time of its surrender 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 as set forth in Article 7 of the Purchase Agreement, either (i) the Registration Statement has not become effective with respect to the Common Stock issued upon exercise of this Warrant or (ii) if the Registration Statement with respect to the Common Stock issued upon exercise of the Warrant has been declared effective, but there is a Suspension or the Registration Statement ceases for any reason to remain continuously effective as provided aboveto all Registrable Securities for which it is required to be effective or the Investors are not permitted to utilize the prospectus therein to resell the Registrable Securities, and then this Warrant shall be exercisable by means of a “cashless exercise” in which the Person holder shall be entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount shares equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this (a) This Warrant may be exercised at any time prior to its termination by the Holder by the surrender of this WarrantWarrant to the Company, together with the Notice of Exercise and the Investment Representation Statement in the forms attached annexed hereto as Attachments 1 and 2, respectively, duly completed and executedexecuted on behalf of the Holder, at the principal office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and: (x) the delivery of payment to the Company, for the account of the Company, specifying by cash, wire transfer of immediately available funds to a bank account specified by the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price (a) in cash Company, or by certified check with respect to or bank cashier's check, of the Exercise Price for the number of Warrant Shares being purchased specified in the Exercise Form in lawful money of the United States of America or (by) by written direction of the pursuant to a net issuance election in accordance with Section 3(b) hereof. The Company to cancel a portion of this agrees that such Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Shares shall be deemed to have been exercised immediately prior be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date of its surrender on which this Warrant shall have been surrendered and payment made for exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be treated delivered to the Holder as promptly as practicable, and in any event within ten (10) days, thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for all purposes any cash dividends paid or payable to holders of record of common stock prior to the date as of which the Holder shall be deemed to be the record holder of such shares of record as of the close of business on such dateWarrant Shares. As promptly as practicable after such dateHowever, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as shall be adjusted to which the Holder exercises this Warrantreflect any stock dividend, determined by multiplying stock split or other conversion of the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to shares of the difference between (i) the Fair Market Value on the date Company into a different number of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseshares, however denominated.”

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date and on or before the close of business on the Termination Date. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant, together with Warrant and the Notice of Exercise and Form annexed hereto duly executed (which notice may be delivered pursuant to the Investment Representation Statement in notice provision of the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executedPurchase Agreement), at the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price Company (a) in cash or by certified check with respect to the Warrant Shares being purchased such other office or (b) by written direction agency of the Company as it may designate by notice in writing to cancel the registered Holder at the address of such Holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a portion United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for shares purchased hereunder shall be delivered to the Holder within five (5) Trading Days after the date on which the Notice of Exercise Form has been deemed delivered to the Company provided that all of the conditions of exercise of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7warrant have been met by such date. This Warrant shall be deemed to have been exercised immediately 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 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 close issuance of business on such shares, have been paid. If this Warrant shall have been exercised in part, the date Company shall, at the time of its surrender 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 called for exercise as provided aboveby this Warrant, and which new Warrant shall in all other respects be identical with this Warrant. This Warrant may also be exercised by means of a "cashless exercise" in which the Person Holder shall be entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. Subject to the conditions set forth in Section 1 provisions hereof, this the Warrantholder may exercise the Warrant may be exercised in whole or in part at any time prior to its termination by the upon surrender of this the Warrant, together with delivery of the Notice of Exercise and the Investment Representation Statement in the forms duly executed Warrant exercise form attached hereto as Attachments 1 and 2thereto, respectively, duly completed and executed, at the principal office of to the Company, specifying at or prior to 5:00 P.M. New York Time on the portion Expiration Date, together with payment of this the Warrant Price, as such may be adjusted from time to time in accordance with Section 9, for the number of Warrant Shares in respect of which the Warrant is then exercisable. To the extent that any Warrant Shares remain outstanding at 5:01 P.M. on the Expiration Date, such outstanding Warrant Shares shall automatically expire and be exercised of no further force and accompanied by payment in full effect, and the holders thereof shall have no further right to exercise or transfer the same. Payment of the Warrant Price shall be made (ax) in cash or by certified check with respect payable in United States dollars, to the order of the Company and/or (y) through conversion of the Warrant, effected by the surrender to the Company of this Warrant. Upon surrender of the Warrant to the Company as payment of the Warrant Price, the holder thereof shall be entitled to receive a number of Warrant Shares arrived at by dividing the difference between the aggregate Market Price (as hereinafter defined) of the Warrant Shares being purchased or (b) by written direction issuable in respect of the Warrant surrendered and the aggregate Warrant Price in respect of the Warrant so surrendered by the Market Price per share of the Warrant Shares. "Market Price" as used herein shall mean, on any day, as of such day, the average of the reported closing sale price, regular way, in either case on any national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading any such exchange, as reported by the Nasdaq Stock Market, or if such shares are not then so listed or admitted to trading, the average of the bid and asked prices as reported by the NASD OTC Bulletin Board Service, if so reported, or if not so reported, then as furnished by National Quotation Bureau Incorporated or any similar organization selected from time to time by the Company for the purpose. Subject to cancel Section 5, upon such surrender of the Warrant and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered to the Warrantholder or to such other person as the Warrantholder may designate, a portion certificate or certificates for the number of this full Warrant sufficient to satisfy Shares so purchased upon the “cashless exercise” provisions exercise of this the Warrant, together with cash, as provided in Section 710 hereof in respect of any fraction of a Warrant Share otherwise issuable upon such surrender. This Warrant Such certificate or certificates shall be deemed to have been exercised immediately prior issued, and the person to whom they are issued shall be deemed to have become a holder of record of the close Warrant Shares, as of business on the date of its surrender for exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct as aforesaid unless counsel for the Company advises the Company in writing that an earlier date is permissible for purposes of applicable securities laws. The rights of purchase represented by the Warrant shall be exercisable, at the election of the Warrantholder either as an entirety or from time to cancel a portion time for part only of this the Warrant having a value equal Shares and, in the event that the Warrant is exercised in respect of less than all of the Warrant Shares specified herein at any time prior to the Expiration Date, a new Warrant Price will be issued to Warrantholder for the remaining number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) specified in the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseso surrendered within five business days.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this This Warrant may be exercised in full at any time prior from and after the date hereof and before the Expiration Date, but if such date is a holiday on which chartered banking institutions are authorized to close, then on the next succeeding day which shall not be such a holiday. Exercise shall be by presentation and surrender to the Company at its termination principal office, or at the office of any transfer agent designated by the surrender Company, of (i) this Warrant, together with (ii) the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and exercise form properly executed, at and (iii) a check for the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Exercise Price for the number of Warrant Shares specified in the exercise form. Notwithstanding any provisions herein to the contrary, if the Market Price Per Share (as defined in Section 3 below) is greater than the Exercise Price (as adjusted to which the last trading day prior to the exercise date), in lieu of exercising this Warrant for cash, the Holder exercises may elect to receive full shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with a written notice of such election in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) Where: X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled A = the Market Price Per Share (as defined below) B = Exercise Price (as adjusted to the last trading day prior to the exercise date) If this Warrant is exercised in part only, the Company or its transfer agent shall, upon surrender of the Warrant, determined by multiplying execute and deliver a new Warrant evidencing the rights of the Holder to purchase the remaining number of Warrant Shares as to which purchasable hereunder. Upon receipt by the Company of this Warrant is directed in proper form for exercise, accompanied by payment as aforesaid, the Holder shall be deemed to be cancelled by an amount equal the holder of record of the Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the difference between (i) Holder. For purposes of this Warrant, the Fair term “Market Value Price Per Share” shall be the closing trade price of such security on the date principal exchange on which such security is traded as reported by Bloomberg for the previous ten trading days, or, if no closing price is reported for such security by Bloomberg, the average of exercise and (ii) the Warrant Price then bid prices of any market makers for such security as reported in effect. Payment the “pink sheets” by such cancellation is referred to herein as “cashless exercise.”the National Quotation Bureau, Inc.

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date, and before the close of business on the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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) 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, specifying the portion Holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. This Warrant may also be exercised in whole or in part by means of a "cashless exercise" by tendering this Warrant to the Company to receive a number of shares of Common Stock equal in Market Value to the difference between the Market Value of the shares of Common Stock issuable upon such exercise of this Warrant and accompanied by payment in full the total cash exercise price of that part of the Warrant Price (a) in cash or being exercised. "Market Value" for this purpose shall be the closing price of the Common Stock as reported by certified check with respect Bloomberg L.P. on the date of such cashless exercise. Certificates for shares purchased hereunder shall be delivered to the Warrant Shares being purchased or Holder hereof within four (b4) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 the Holder of record of such 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 close of business on the date of its surrender for exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder issuance of such shares of record as of the close of business on such dateshares, have been paid. As promptly as practicable after such dateIf this Warrant shall have been exercised in part, the Company shall issue and shall, at the time of delivery of the certificate or certificates representing the Warrant Shares, deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver Holder a new Warrant, dated the date hereof, Warrant evidencing the right rights of the Holder to purchase the balance unpurchased shares of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price Common Stock called for the number of Warrant Shares as to which the Holder exercises by this Warrant, determined by multiplying the number of which new Warrant Shares as to which shall in all other respects be identical with this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseWarrant.”

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Issuance Date hereof, and before the close of business on the Termination Date hereof. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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) 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, specifying the portion holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect delivered to the Warrant Shares being purchased or holder hereof within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 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 Holder, if any, pursuant to Section 5 prior to the close issuance of business on such shares, have been paid. If this Warrant shall have been exercised in part, the date Company shall, at the time of its surrender 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 exercise as provided aboveby this Warrant, and which new Warrant shall in all other respects be identical with this Warrant. This Warrant may also be exercised by means of a "cashless exercise" in which the Person holder shall be entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount shares equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Issuance Date hereof, and before the close of business on the Termination Date hereof. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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) 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, specifying the portion holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect delivered to the Warrant Shares being purchased or holder hereof within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 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 Holder, if any, pursuant to Section 5 prior to the close issuance of business on such shares, have been paid. If this Warrant shall have been exercised in part, the date Company shall, at the time of its surrender 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 exercise as provided aboveby this Warrant, and which new Warrant shall in all other respects be identical with this Warrant. If a registration statement permitting the Person entitled to receive resale of the Warrant Shares issuable upon exercise of this Warrant is not then effective, this Warrant may also be exercised by means of a "cashless exercise" in which the holder shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount shares equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this This Warrant may be exercised exercised, in whole at any time or in part from time to time, commencing [September 30], 1997, and prior to its termination 5:00 P.M., Eastern Standard Time, on [September 30], 2004, by the Holder of this Warrant by the surrender of this WarrantWarrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office proper payment of the CompanyAggregate Warrant Price, specifying or the portion of proportionate part thereof if this Warrant to be is exercised and accompanied by payment in full of the part. The Aggregate Warrant Price or Per Share Warrant Price may be paid: (a) in cash or by certified check with respect to the Warrant Shares being purchased or cash, (b) by written direction of surrender to the Company to cancel of shares of its Common Stock with a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant shall be deemed to have been exercised immediately prior to the close of business fair value, on the date of its exercise that is equal to the Aggregate Warrant Price or Per Share Warrant Price, as the case may be, in respect of the number of Warrants exercised, (c) by surrender for exercise to the Company of Warrants (as provided abovebelow) or (d) by a combination of (a), (b) or (c) hereof. The Holder shall have the right to convert Warrants or any portion thereof (the "Conversion Right") into Warrant Shares as provided in this paragraph, but only if, at the time of such conversion, the Per Share Warrant Price shall be less than the current market price per share of Common Stock and the Person entitled to receive Warrants shall otherwise be exercisable under the Warrant Shares issuable upon provisions of this Warrant. Upon exercise shall be treated for all purposes as the holder of such shares of record as of the close Conversion Right with respect to a particular number of business on such date. As promptly as practicable after such dateWarrants (the "Converted Warrants"), the Company shall issue and deliver to the Person Holder (without payment by the Holder of any cash or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry formother consideration) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total that number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined quotient obtained by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to dividing (a) the difference between (i) the Fair Market Value on product of the fair value per share of Common Stock as of the date the Conversion Right is exercised (the "Conversion Date") and the number of exercise Warrant Shares into which the Converted Warrants could have been exercised hereunder and (ii) the aggregate Per Share Warrant Price then that would have been payable upon such exercise of the Converted Warrants as of the Conversion Date, by (b) the fair value per share of Common Stock as of the Conversion Date. For purposes of this paragraph, the fair value per share of Common Stock shall mean the average Closing Price of the Company's Common Stock for the ten Trading Days immediately preceding the Conversion Date. As used in effectthis Section 1, Trading Day means, in the event that the Common Stock is listed or admitted to trading on the New York Stock Exchange (or any successor to such exchange), a day on which the New York Stock Exchange (or such successor) is open for the transaction of business, or, if the Common Stock is not listed or admitted to trading on such exchange, a day on which the principal national securities exchange on which the Common Stock is listed is open for the transaction of business, or, if the Common Stock is not listed or admitted to trading on any national securities exchange, a day on which any New York Stock Exchange member firm is open for the transaction of business. As used in this Section 1, the Closing Price of the Company's Common Stock shall be the last reported sale price as shown on the Composite Tape of the New York Stock Exchange, or, in case no such reported sale price is quoted on such day, the average of the reported closing bid and asked prices on the New York Stock Exchange, or, if the Common Stock is not listed or admitted to trading on such exchange, the last reported sales price, or in case no such reported sales price is quoted on such day, the average of the reported closing bid and asked prices, on the principal national securities exchange (including, for purposes hereof, the National Association of Securities Dealers, Inc. National Market System) on which the Common Stock is listed or admitted to trading, or, if it is not listed or admitted to trading on any national securities exchange, the average of the high closing bid price and the low closing asked price as reported on an inter-dealer quotation system. In the absence of any available public quotations for the Common Stock, the Board of Directors of the Company shall determine in good faith the fair value of the Common Stock, which determination shall be set forth in a certificate by the Secretary of the Company. Payment for Warrant Shares if made by cash shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such cancellation Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the shares of the Common Stock to which the Holder shall be entitled, and (b) deliver the proportionate part thereof if this Warrant is referred exercised in part, pursuant to herein as “cashless exercisethe provisions of the Warrant. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the fair value of a share.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this (a) This Warrant may be exercised in whole or in part, at any time by its Holder commencing on the Initial Exercise Date and prior to its termination the Termination Date by the presentation and surrender of this Warrant, together with the Notice of Exercise duly executed subscription form or "Cashless Exercise" subscription form, as applicable, and representations and warranties attached at the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executedend hereof, at the principal office address set forth in Subsection 8(a) hereof, together with payment, by certified or official bank check or wire transfer payable to the order of the Company, specifying of the portion product of (x) the Per Share Exercise Price multiplied by (y) the number of 2 Warrant Shares subject to (1) this Warrant or (2) the proportionate part thereof if exercised in part (such product, the "AGGREGATE EXERCISE PRICE") or by Cashless Exercise (as defined below) in accordance with Section 1(b); provided, however, that: (A) anything herein to the contrary notwithstanding, this Warrant may be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check only with respect to the Warrant Shares being purchased or that have vested in accordance with the Vesting Schedule (bthe "VESTING SCHEDULE") annexed hereto and incorporated by written direction reference herein; and (B) the maximum number of Warrant Shares that the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Holder may purchase upon any exercise hereof 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates amount by which (or a direct registration system statement if the shares are to be issued in book entry formx) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of vested Warrant Shares then issuable upon exercise, promptly after surrender as of the Warrant upon date of such exercise, the Company (which number shall execute and deliver a new Warrantinclude Warrant Shares, dated the date hereofif any, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder purchased upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion any previous partial exercise of this Warrant having a value equal or, if such purchase was pursuant to the Warrant Price for Cashless Exercise provisions of Section 1(b) hereof, then such number shall include the number Maximum Number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to for which this Warrant is directed was exercised in connection with such previous Cashless Exercise ) (the "PREVIOUSLY PURCHASED WARRANT SHARES")) exceeds (y) the total number of Previously Purchased Warrant Shares. Once vested, Warrant Shares may be purchased upon exercise of this Warrant at any time, or from time to be cancelled by an amount equal time, prior to the difference between (i) the Fair Market Value on the date Termination Date. All numbers of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is shares referred to herein in the Vesting Schedule shall be subject to adjustment as “cashless exerciseset forth below.”

Exercise of Warrant. Subject To exercise this Warrant in whole or in part, the Holder shall deliver to the conditions set forth Company at its principal office located at 000 Xxxxxx Xxxxx, Napa, California 94558, (A) a written notice, in Section 1 hereofsubstantially the form of the Exercise Notice attached hereto as Exhibit 1, this Warrant may be exercised at any time prior of the Holder’s election to its termination by the surrender of exercise this Warrant, together with which notice shall specify the Notice number of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2Warrant Shares to be purchased, respectively(B) cash, duly completed and executedmoney order, at the principal office certified check or wire transfer of immediately available funds payable to the Company, specifying in an amount equal to the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Exercise Price (aas defined below) in cash or multiplied by certified check with respect to the number of Warrant Shares being purchased purchased, and (C) this Warrant. The Company shall as promptly as practicable, and in any event within ten (10) Business Days thereafter, execute and deliver or (b) by written direction cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Warrant Shares specified in such notice. The stock certificate or certificates so delivered shall be in such denominations as may be specified in such notice and shall be issued in the name of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7Holder or such other name as shall be designated in such notice. This Warrant Such certificate or certificates shall be deemed to have been exercised 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 of record of such shares immediately prior to the close of business on the date of its surrender for exercise such notice is received by the Company as provided above, and the Person entitled to receive the aforesaid. If this Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such datehave been exercised only in part, the Company shall issue and shall, at the time of delivery of said stock certificate or certificates, deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver Holder a new Warrant, dated the date hereof, Warrant evidencing the right rights of the Holder to purchase the balance remaining Ordinary Shares called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant Shares purchasable hereunder and the same returned to the Holder. The Company shall pay all expenses, taxes (except United Kingdom stamp tax duties) and other charges payable in connection with the preparation, issue and delivery of such certificates and new Warrants, except that in case such stock certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer taxes that are payable upon the same terms and conditions set forth herein. In lieu issuance of payment of the Warrant Price in cash, such stock certificates or new Warrants shall be paid by the Holder may direct at the Company to cancel a portion time of delivering the notice of exercise mentioned above. All Ordinary Shares issued upon the exercise of this Warrant having a value equal shall be validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder, and from all taxes, liens and charges with respect to the issue thereof (other than United Kingdom stamp duty taxes and any other transfer taxes) and, if any Ordinary Shares are then listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or quoted on an automated quotation system, shall be listed or quoted thereon, as the case may be, to the extent permissible under the rules of such exchange and not prohibited by law, it being understood that such listing does not bear upon the transferability of such shares under the Act and the other provisions of this Agreement. The Company shall not be required upon any exercise of this Warrant Price for the number to issue a certificate representing any fraction of Warrant Shares as an Ordinary Share, but, in lieu thereof, shall pay to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by cash in an amount equal to a corresponding fraction (calculated to the difference between (inearest 1/100 of a share) of the Fair Market Value (as defined below) of one Ordinary Share on the Business Day immediately prior to the date of receipt by the Company of notice of exercise of this Warrant. The Company shall pay all depositary fees payable to the depositary and (ii) all stamp duty reserve taxes due to Inland Revenue in respect of the Warrant Price then issuance of American Depositary Shares or American Depositary Receipts in effect. Payment by such cancellation is referred to herein as “cashless exerciserespect of Ordinary Shares issued upon exercise of the Warrant.”

Exercise of Warrant. Subject The purchase rights represented by this Warrant are exercisable by the registered holder hereof, in whole or in part, at any time, or from time to time, during the conditions set forth term hereof as described in Section 1 hereofabove, this Warrant may be exercised at any time prior to its termination by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached annexed hereto as Attachments 1 and 2, respectively, duly completed and executedexecuted on behalf of the holder hereof, at the principal executive offices 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), specifying the portion of this Warrant and subject to be exercised and accompanied by Section 4 hereof, upon payment in full of the Warrant Price purchase price of the Shares thereby purchased (ai) in cash or by certified check acceptable to the Company or (ii) solely with respect to Investors who are original parties to the Securities Purchase Agreement, by "cashless" or "net issue" exercise by specifying the number of Shares to be delivered to the Holder and the number of Shares deemed to be surrendered in payment of the Exercise Price, the holder of this Warrant shall be entitled to receive a certificate for the number of Shares being so purchased and, if this Warrant is exercised in part, a new Warrant for the unexercised portions of this Warrant. For purposes of a "cashless" or "net issue" exercise, all Shares deemed to be surrendered will be attributed a value equal to (bx) by written direction the average closing price per share on the American Stock Exchange or other securities exchange or market for the five (5) trading days prior to exercise minus (y) the Exercise Price. In the event shares of the Company's Common Stock are not traded on a securities exchange or market, the Board of Directors of the Company to cancel a portion shall determine the current market price of the Shares surrendered on the basis of its diligent, good faith judgment. The Company agrees that, upon exercise of this Warrant sufficient to satisfy in accordance with the “cashless exercise” provisions of this Section 7. This Warrant terms hereof, the Shares so purchased shall be deemed to have been exercised immediately prior 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. Certificates for Shares purchased hereunder and, on partial exercise of its surrender this Warrant, a new Warrant for exercise as provided above, and the Person entitled to receive the unexercised portion of this Warrant Shares issuable upon exercise shall be treated for all purposes as delivered to the holder of such shares of record hereof as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to on which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseshall have been exercised.”

Exercise of Warrant. Subject to the conditions set forth (a) Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price Company (a) in cash or by certified check with respect to the Warrant Shares being purchased such other office or (b) by written direction agency of the Company as it may designate by notice in writing to cancel the registered Holder at the address of such Holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a portion United States bank 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 shares purchased hereunder shall be delivered to the Holder within three (3) Trading Days after the date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately prior 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 shares for all purposes, as of the close of business on the date of its surrender for exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall has been exercised by delivery of the Notice of Exercise Form and payment to the Company of the Exercise Price and all taxes required to be treated for all purposes as paid by the holder Holder, if any, pursuant to Section 5 prior to the issuance of such shares of record as of the close of business on such dateshares, have been paid. As promptly as practicable after such date, If the Company shall issue and fails to deliver to the Person or Persons entitled to receive the same Holder a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon pursuant to this Section 3(a) by the third Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. If 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 shall be exercised for less than Shares pursuant to an exercise by the total number third Trading Day after the date of Warrant Shares then issuable upon exercise, promptly and if after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of 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 balance Holder of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, which the Holder may direct anticipated receiving upon such exercise (a “Buy-In”), then the Company to cancel a portion of this Warrant having a value equal shall (1) pay in cash to the Warrant Price 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 as that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the Holder exercises this Warrantsell order giving rise to such purchase obligation was executed, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value on number of shares of Common Stock that would have been issued had the date of Company timely complied with its exercise and (ii) delivery obligations hereunder; provided, however, that if the Holder exercises its option to have the relevant portion of the Warrant Price then reinstated, it shall deliver to the Company any certificate representing such Warrant Shares if such certificate is ultimately delivered to the Holder. 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 effectrespect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Payment by such cancellation is referred Nothing herein shall limit a Xxxxxx’s right to herein 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 “cashless exerciserequired pursuant to the terms hereof.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this This Warrant may be exercised by the Warrant Holder, in whole or in part, at any time prior and from time to its termination time by the surrender of this Warrant, together with the Notice form of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, subscription at the end hereof duly executed by Warrant Holder, to the Company at its principal office of office. In the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of event that the Warrant Price (a) is not exercised in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 abovefull, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares shall be reduced by the number of such Warrant Shares for which this Warrant is exercised, and the Company, at its expense, shall forthwith issue and deliver to or upon the order of Warrant Holder a new Warrant of like tenor in the name of Warrant Holder or as Warrant Holder (upon payment by Warrant Holder of any applicable transfer taxes) may request, reflecting such adjusted Warrant Shares. If, despite the Company's obligations provided in Paragraphs 4(a) and 4(d) hereof, the Company shall not have registered pursuant to a Registration Statement under the Act and/or available for issuance upon exercise of this Warrant sufficient shares of Common Stock for such issuance as such registered shares then, notwithstanding anything contained herein to the contrary and in addition to and not in lieu of any of the other rights and remedies to which the Warrant Holder exercises may be entitled by reason of the Company's failure fully to meet its obligations under Paragraphs 4(a) and 4(d) hereof, the Warrant Holder may, at its election exercised in its sole discretion, exercise this WarrantWarrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Purchase Price, elect instead to receive upon such exercise the Net Number of shares of Common Stock determined by multiplying according to the following formula: Net Number = (A x B) - (A x C) ------------------- B For purposes of the foregoing formula: A = the total number of Warrant Shares as shares with respect to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisebeing exercised.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, The rights represented by this Warrant may be ------------------- exercised by the Holder, in whole or in part (but not as to fractional shares) at any time prior or from time to its termination time upon five (5) business days' notice to the Company during the Exercise Period by the completion of the purchase form attached hereto and by the surrender of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, Warrant (properly endorsed) at the principal office of the Company as it may designate by notice in writing to the Holder hereof at the address of the Holder appearing on the books of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full to the Company of the Warrant Exercise Price (a) in cash or by certified check or official bank check, for each share being purchased. (In addition, see Section 2 below for net issuance provisions.) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Class B Common Stock so purchased, registered in the name of the Holder, or its nominee or other party designated in the purchase form by the Holder hereof, shall be delivered to the Holder within thirty (30) business days after the date on which the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired or has been exercised in full, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder within such time. The person in whose name any certificate for shares of Class B Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Warrant Shares being purchased or (b) by written direction is made, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant are closed, such person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date of its surrender for exercise as provided above, and on which the Person entitled to receive the Warrant Shares issuable stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be treated for all purposes as made upon any exercise on account of any cash dividends on the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be Class B Common Stock issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If any fractional interest in a share of Class B Common Stock would, except for the Warrant shall provision of this Section 1, be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant delivered upon such exercise, the Company Company, in lieu of delivery of a fractional share thereof, shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of pay to the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price an amount in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value cash equal to the Warrant Price for current market price of such fractional share as determined in good faith by the number Board of Warrant Shares as to which Directors of the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseCompany.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this This Warrant may be exercised at any time prior by the holder hereof, in whole or in part (but not as to its termination a fractional share of Class A Common Stock), by the completion of the subscription form attached hereto and by the surrender of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, Warrant (properly endorsed) at the principal office of the Company in Rutland, Vermont (or at such other agency or office of the Company in the United States as it may designate by notice in writing to the holder hereof at the address of the holder hereof appearing on the books of the Company), specifying the portion of this Warrant to be exercised and accompanied by payment in full to the Company of the Warrant Price (a) Price, in cash or by certified check or official bank check, for each share being purchased. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Class A Common Stock so purchased, registered in the name of the holder hereof, shall be delivered to the holder hereof within a reasonable time, not exceeding five business days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired or been exercised in full, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof within such time. With respect to any such exercise, the holder hereof shall for all purposes be deemed to have become the holder of record of the number of shares of Class A Common Stock evidenced by such certificate or certificates from the date on which this Warrant was surrendered and payment of the Warrant Shares being purchased or (b) by written direction Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant are closed, such person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date of its surrender for exercise as provided above, and on which the Person entitled to receive the Warrant Shares issuable stock transfer books are open. No fractional shares shall be issued upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercisethis Warrant. If any fractional interest in a share of Class A Common Stock would, except for the Warrant shall provisions of this Section 1, be exercised for less than the total number of Warrant Shares then issuable delivered upon exercise, promptly after surrender of the Warrant upon any such exercise, the Company Company, in lieu of delivering the fractional share thereof, shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder pay to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price holder hereof an amount in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value cash equal to the Warrant Price for current market price of such fractional interest as determined in good faith by the number Board of Warrant Shares as to which Directors of the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseCompany.”

Exercise of Warrant. Subject to the conditions set forth (a) The Holder may exercise this Warrant, in Section 1 hereofwhole or in part, this Warrant may be exercised at any time and from time to time prior to its termination the Termination Date by delivering (which may be by facsimile) to the surrender offices of the Company or any transfer agent for the Common Stock this Warrant, together with the a Notice of Exercise and the Investment Representation Statement in the forms attached form annexed hereto as Attachments 1 specifying the number of Warrant Shares with respect to which this Warrant is being exercised, together with payment in cash to the Company of the Exercise Price therefor. In the event that the Warrant is not exercised in full, the number of Warrant Shares shall be reduced by the number of such Warrant Shares for which this Warrant is exercised and/or surrendered, and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion of this Warrant to be exercised if requested by Holder and accompanied by payment in full of the Warrant Price at its expense, shall within three Business Days (aas defined below) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver Holder a new Warrant, dated Warrant of like tenor in the date hereof, evidencing the right name of the Holder or as the Holder (upon payment by Holder of any applicable transfer taxes) may request, reflecting such adjusted Warrant Shares. Notwithstanding anything to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions contrary set forth herein. In lieu , upon exercise of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a any portion of this Warrant having a value equal in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company unless such Holder is purchasing the full amount of Warrant Price for Shares represented by this Warrant. The Holder and the Company shall maintain records showing the number of Warrant Shares as so purchased hereunder and the dates of such purchases or shall use such other method, reasonably satisfactory to which the Holder exercises and the Company, so as not to require physical surrender of this Warrant upon each such exercise. The Holder and any assignee, by acceptance of this Warrant or a new Warrant, acknowledge and agree that, by reason of the provisions of this Section, following exercise of any portion of this Warrant, determined by multiplying the number of Warrant Shares as which may be purchased upon exercise of this Warrant may be less than the number of Warrant Shares set forth on the face hereof. Certificates for shares of Common Stock purchased hereunder shall be delivered to the Holder hereof within three Business Days after the date on which this Warrant is directed shall have been exercised as aforesaid. The Holder may withdraw its Notice of Exercise at any time if the Company fails to be cancelled by an amount equal timely deliver the relevant certificates to the difference between (i) the Fair Market Value Holder as provided in this Agreement. A Notice of Exercise shall be deemed sent on the date of exercise and delivery if delivered before 8:00 p.m. New York Time on such date, or the day following such date if delivered after 8:00 p.m. New York Time; provided that the Company is only obligated to deliver Warrant Shares against delivery of the Exercise Price from the holder hereof and, if the Holder is purchasing the full amount of Warrant Shares represented by this Warrant, surrender of this Warrant (ii) the Warrant Price then or appropriate affidavit and/or indemnity in effectlieu thereof). Payment by such cancellation is referred to herein as For purposes of this Warrant, “cashless exercise.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, The rights represented by this Warrant may be exercised by the Holder, in whole or in part (but not as to fractional shares) at any time prior or from time to its termination time during the Exercise Period by the completion of the purchase form attached hereto and by the surrender of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, Warrant (properly endorsed) at the principal office of the CompanyCorporation as it may designate by notice in writing to the Holder hereof at the address of the Holder appearing on the books of the Corporation, specifying the portion of this Warrant to be exercised and accompanied by payment in full to the Corporation of the Warrant Price (a) in cash or by certified check or official bank check, for each share being purchased. (In addition, see Section 2 below for net issuance provisions.) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder, or its nominee or other party designated in the purchase form by the Holder hereof, shall be delivered to the Holder within thirty (30) business days after the date in which the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired or has been exercised in full, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Warrant Shares being purchased or (b) by written direction Holder within such time. The person in whose name any certificate for shares of the Company to cancel a portion Common Stock is issued upon exercise of this Warrant sufficient shall for all purposes be deemed to satisfy have become the “cashless exercise” provisions holder of record of such shares on the date on which this Section 7. This Warrant was surrendered and payment of the Warrant Price, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Corporation are closed, such person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date of its surrender for exercise as provided above, and on which the Person entitled to receive the Warrant Shares issuable stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be treated for all purposes as made upon any exercise on account of any cash dividends on the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be Common Stock issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If any fractional interest in a share of Common Stock would, except for the Warrant shall provision of this Section 1, be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant delivered upon such exercise, the Company Corporation, in lieu of delivery of a fractional share thereof, shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of pay to the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price an amount in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value cash equal to the Warrant Price for current market price of such fractional share as determined in good faith by the number Board of Warrant Shares as to which Directors of the Holder exercises this Warrant, determined by multiplying Corporation (the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercise"Board").”

Exercise of Warrant. (a) Subject to the conditions set forth in Section 1 provisions hereof, this Warrant may be exercised exercised, in whole or in part, but not as to a fractional share, at any time prior or from time to its termination time on or after the Warrant Vesting Date and on or before the Expiration Date, by presentation and surrender hereof to the Issuer at the address which, in accordance with the provisions of Section 10 hereof, is then effective for notices to the Issuer, with the Election to Purchase Form annexed hereto as Schedule One, duly executed and accompanied by payment to the Issuer as further set forth below in this Section 1, for the account of the Issuer, of the Exercise Price for the number of Warrant Shares specified in such form. If this Warrant should be exercised in part only, the Issuer shall, upon surrender of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, Warrant evidencing the right rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder upon hereunder. The Issuer shall maintain at its principal place of business a register for the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion registration of this Warrant having a value equal to and registration of transfer of the Warrant Warrant. The Exercise Price for the number of Warrant Shares specified in the Election to Purchase Form shall be payable (i) in United States Dollars by certified or official bank check payable to the order of the Issuer or by wire transfer of immediately available funds to an account specified by the Issuer for that purpose; or (ii) if permitted by the Issuer as evidenced by written notice to which such effect, by means of a "cashless exercise." In the event the Issuer permits "cashless exercise," the Holder exercises this Warrant, determined may deliver in payment of the Exercise Price (x) certificates representing shares of Common Stock theretofore owned by multiplying the Holder having a fair market value equal to the Exercise Price; (y) an election by the Holder to have the Issuer withhold the number of Warrant Shares as to shares of Common Stock the fair market value, less the Exercise Price, of which this Warrant is directed to be cancelled by an amount equal to the difference between aggregate Exercise Price of the Warrant Shares specified in the Election to Purchase Form, or (iz) any combination of the Fair Market Value preceding and cash, equal in value to the full amount of the Exercise Price. For purposes hereof, the "fair market value" of shares of Common Stock shall equal the closing sales price of the Issuer's Common Stock on the last trading day immediately preceding the date of exercise and (ii) on which the Election to Purchase Form is delivered to the Issuer along with the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseand payment of the Exercise Price.”

Exercise of Warrant. Subject to On and after the conditions set forth in Section 1 hereofEffective Date and until 5:00 p.m., this Warrant New York time, on the Expiration Date, the Holder may be exercised at any time prior to its termination by the surrender of exercise this Warrant, together with on one or more occasions, on any Business Day, in whole or in part, by delivering to the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executedIssuer, at the principal its office maintained for such purpose pursuant to Section 5.01 hereof, (a) a written notice of the CompanyHolder's election to exercise this Warrant, specifying which notice shall specify the portion number of Stock Units to be purchased (the "EXERCISE NOTICE"), (b) payment of the Exercise Price (payable as set forth below) for the number of Stock Units as to which this Warrant to is being exercised, and (c) this Warrant. The Exercise Price shall be exercised and accompanied by payment in full of the Warrant Price payable (a) in cash or by certified or official bank check with respect payable to the Warrant Shares being purchased order of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by written direction of the Company to cancel a portion delivery of this Warrant sufficient Certificate to satisfy the “cashless exercise” provisions Issuer for cancellation in accordance with the following formula: in exchange for each share of Class B Common Stock issuable on exercise of each Warrant represented by this Section 7Warrant Certificate that is being exercised, such holder shall receive such number of shares of Class B Common Stock as is equal to the product of (i) the number of shares of Class B Common Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator of which is the Current Market Price per share of Class B Common Stock at such time minus the Exercise Price per share of Class B Common Stock at such time, and the denominator of which is the Current Market Price per share of Class B Common Stock at such time. This Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a stock certificate or certificates representing the aggregate number of shares of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The stock certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of the Holder or such other name or names as shall be designated in such Exercise Notice. Such stock certificate or certificates shall be deemed to have been exercised immediately prior 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 shares, including, to the close extent permitted by law and to the extent such shares represent voting stock of business on the date of its surrender for exercise as provided aboveIssuer, and the Person entitled right to vote such shares or to consent or to receive the Warrant Shares issuable upon exercise shall be treated for all purposes notice as the holder of such shares of record a Stockholder, as of the close date on which the last of business on such datethe Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid. As promptly as practicable after such dateIf this Warrant shall have been exercised only in part, the Company shall issue Issuer shall, at the time of delivery of the certificate or certificates representing Warrant Stock and other securities, execute and deliver to the Person Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. All shares of Class B Common Stock issuable upon the exercise of this Warrant shall, upon payment therefor in accordance herewith, be duly and validly issued, fully paid and nonassessable and free and clear of any liens, charges or Persons other encumbrances of any nature. The Issuer shall not be required to issue a fractional share of Class B Common Stock upon exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant purchase upon such exercise, the Company Issuer shall execute and deliver a new Warrant, dated pay (at the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which time this Warrant is directed to be cancelled by exercised for all shares of Class B Common Stock remaining subject hereto) a cash adjustment in respect of such final fraction in an amount equal to the difference between (i) same fraction of the Fair Current Market Value Price per share of Class B Common Stock on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercise.”

Exercise of Warrant. Subject to the terms and conditions set forth in Section 1 hereofherein, the Holder may exercise this Warrant may be exercised on or after _________, 2007 and no later than __________, 2013. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at any time prior to its termination principal office, with the Warrant Exercise Form, attached hereto as Appendix A, duly executed by the surrender Holder and accompanied by payment in cash or by check, payable to the order of the Company, of the aggregate Exercise Price for the total aggregate number of securities for which this Warrant is exercised. The Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” Upon receipt by the Company of this Warrant, together with the Notice of executed Warrant Exercise Form and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office payment of the CompanyExercise Price, specifying if any, for the portion securities to be acquired, in proper form for exercise, and subject to the Holder’s compliance with all requirements of this Warrant to be exercised and accompanied by payment in full of for the Warrant Price (a) in cash or by certified check with respect to exercise hereof, the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Holder 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares Stock issuable upon such exercise. If , notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such securities shall not then be actually delivered to the Holder; provided, however, that no exercise of this Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exerciseeffective, promptly after surrender of the Warrant upon such exercise, and the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of have no obligation to issue any Warrant Stock to the Holder to the balance upon any attempted exercise of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying unless the number of Warrant Shares Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to which this Warrant provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act and applicable state securities laws, including without limitation representations that the exercising Holder is directed an “accredited investor” as defined in Regulation D under the Securities Act and that the Holder is familiar with the Company and its business and financial condition and has had an opportunity to be cancelled by an amount equal ask questions and receive documents relating thereto to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisehis reasonable satisfaction.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this a) Exercise for Cash This Warrant may be exercised exercised, in whole at any time or in part from time to time, commencing on the date hereof and prior to its termination 5:00 P.M., New York City time, on December 12, 2006, by the Holder by the surrender of this WarrantWarrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 9 hereof, together with proper payment of the Notice of Exercise and Aggregate Warrant Price, or the Investment Representation Statement proportionate part thereof if this Warrant is exercised in part. Payment for IMX Warrants Shares shall be made by wire, or check payable to the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office order of the Company. If this Warrant is exercised in part, specifying this Warrant must be exercised for a number of whole shares of the portion Common Stock, and the Holder is entitled to receive a new Warrant covering the IMX Warrants Shares which have not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such IMX Warrants Shares. Upon such surrender of this Warrant to be exercised and accompanied by payment in full of the Warrant Price Company will (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if in the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right name of the Holder to for the balance largest number of whole shares of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as Common Stock to which the Holder exercises this Warrantshall be entitled and, determined by multiplying the number of Warrant Shares as to which if this Warrant is directed exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall be cancelled by entitled, pay to the Holder cash in an amount equal to the difference between fair value of such fractional share (i) determined in such reasonable manner as the Fair Market Value on Board of Directors of the date of exercise Company shall determine), and (iib) deliver the other securities and properties receivable upon the exercise of this Warrant, or the proportionate part thereof if this Warrant Price then is exercised in effect. Payment by such cancellation is referred part, pursuant to herein as “cashless exercisethe provisions of this Warrant.”

Exercise of Warrant. Subject to the terms and conditions set forth in Section 1 hereofherein, the Holder may exercise this Warrant may be exercised on or after February 3, 2009 and no later than February 2, 2012. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at any time prior to its termination principal office, with the Warrant Exercise Form, attached hereto as Appendix A, duly executed by the surrender Holder and accompanied by payment in cash or by check, payable to the order of the Company, of the aggregate Exercise Price for the total aggregate number of securities for which this Warrant is exercised or a cashless exercise at the sole decision of the Holder. The Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” Upon receipt by the Company of this Warrant, together with the Notice of executed Warrant Exercise Form and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office payment of the CompanyExercise Price, specifying if any, for the portion securities to be acquired, in proper form for exercise, and subject to the Holder’s compliance with all requirements of this Warrant to be exercised and accompanied by payment in full of for the Warrant Price (a) in cash or by certified check with respect to exercise hereof, the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Holder 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares Stock issuable upon such exercise. If , notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such securities shall not then be actually delivered to the Holder; provided, however, that no exercise of this Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exerciseeffective, promptly after surrender of the Warrant upon such exercise, and the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of have no obligation to issue any Warrant Stock to the Holder to the balance upon any attempted exercise of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying unless the number of Warrant Shares Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to which this Warrant provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act and applicable state securities laws, including without limitation representations that the exercising Holder is directed an “accredited investor” as defined in Regulation D under the Securities Act and that the Holder is familiar with the Company and its business and financial condition and has had an opportunity to be cancelled by an amount equal ask questions and receive documents relating thereto to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisehis reasonable satisfaction.”

Exercise of Warrant. Subject to (a) Exercise of the conditions set forth in Section 1 hereof, purchase rights represented by this Warrant may be exercised made at any time prior or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to its termination by the surrender Company of this Warrant, together with a duly executed original or facsimile copy of the Notice of Exercise and Form annexed hereto (or such other office or agency of the Investment Representation Statement Company as the Company may designate by notice in writing to the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, registered Holder at the principal office address of such Holder appearing on the books of the Company) together with payment of the aggregate Exercise Price (in cash except as provided in Section 3(d)) of the shares thereby purchased by wire transfer to an account designated by the Company or cashier's check drawn on a United States bank; provided, specifying however, that within 3 Trading Days after the portion date such Notice of Exercise is delivered to the Company, the Holder shall surrender this Warrant to the Company. Certificates for shares purchased hereunder shall be exercised delivered to the Holder within 5 Trading Days after the date on which the Notice of Exercise shall have been delivered by original or facsimile copy and accompanied by payment in full of the aggregate Exercise Price shall have been received by the Company as set forth above ("Warrant Price (a) Share Delivery Date"); provided, however, that in cash or the event the Warrant is not surrendered by certified check with respect the Holder and received by the Company within 4 Trading Days after the date on which the aggregate exercise price shall have been paid and the Notice of Exercise shall be delivered by facsimile copy, the Warrant Share Delivery Date shall be extended to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7extent such 4 Trading Day period is exceeded. This Warrant shall be deemed to have been exercised immediately on the date the Notice of Exercise is delivered to the Company and the aggregate Exercise Price shall have been paid. 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 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 close of business on the date of its surrender for exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder issuance of such shares of record as of the close of business on such dateshares, have been paid. As promptly as practicable after such date, If the Company shall issue and fails to deliver to the Person or Persons entitled to receive the same Holder a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon pursuant to this Section 3(a) by the 2nd Trading Day following the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. If 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 shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of pursuant to an exercise on or before the Warrant upon Share Delivery Date, and if after such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of 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 balance Holder of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, which the Holder may direct anticipated receiving upon such exercise (a "Buy-In"), then the Company to cancel a portion of this Warrant having a value equal shall (1) pay in cash to the Warrant Price 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 as that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the Holder exercises this Warrantsell order giving rise to such purchase obligation was executed, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value on number of shares of Common Stock that would have been issued had the date of 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 (ii1) 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 Price then in effect. Payment by such cancellation is referred as required pursuant to herein as “cashless exercisethe terms hereof.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this a) Exercise for Cash This Warrant may be exercised exercised, in whole at any time or in part from time to time, commencing on the date hereof and prior to its termination 5:00 P.M., New York City time, on March 30, 2007, by the Holder by the surrender of this WarrantWarrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 9 hereof, together with proper payment of the Notice of Exercise and Aggregate Warrant Price, or the Investment Representation Statement proportionate part thereof if this Warrant is exercised in part. Payment for NPCT Warrants Shares shall be made by wire, or check payable to the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office order of the Company. If this Warrant is exercised in part, specifying this Warrant must be exercised for a number of whole shares of the portion Common Stock, and the Holder is entitled to receive a new Warrant covering the NPCT Warrants Shares which have not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such NPCT Warrants Shares. Upon such surrender of this Warrant to be exercised and accompanied by payment in full of the Warrant Price Company will (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if in the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right name of the Holder to for the balance largest number of whole shares of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as Common Stock to which the Holder exercises this Warrantshall be entitled and, determined by multiplying the number of Warrant Shares as to which if this Warrant is directed exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall be cancelled by entitled, pay to the Holder cash in an amount equal to the difference between fair value of such fractional share (i) determined in such reasonable manner as the Fair Market Value on Board of Directors of the date of exercise Company shall determine), and (iib) deliver the other securities and properties receivable upon the exercise of this Warrant, or the proportionate part thereof if this Warrant Price then is exercised in effect. Payment by such cancellation is referred part, pursuant to herein as “cashless exercisethe provisions of this Warrant.”

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date, and before the close of business on the Termination Date. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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) 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, specifying the portion holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect delivered to the Warrant Shares being purchased or holder hereof within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 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 Holder, if any, pursuant to Section 5 prior to the close issuance of business on such shares, have been paid. If this Warrant shall have been exercised in part, the date Company shall, at the time of its surrender 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 exercise as provided aboveby this Warrant, and which new Warrant shall in all other respects be identical with this Warrant. If the Person Registration Statement is not then effective, this Warrant may also be exercised by means of a "cashless exercise" in which the holder shall be entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount shares equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. Subject to (a) Exercise of the conditions set forth in Section 1 hereof, purchase rights represented by this Warrant may be exercised made at any time prior or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to its termination by the surrender Company of this Warrant, together with a duly executed facsimile copy of the Notice of Exercise and Form annexed hereto (or such other office or agency of the Investment Representation Statement Company as it may designate by notice in writing to the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, registered Holder at the principal office address of such Holder appearing on the books of the Company); provided, specifying however, within 5 Trading Days of the portion date said Notice of Exercise is delivered to the Company, the Holder shall have surrendered this Warrant to the Company and (i) the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a United States bank, or (ii) delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 13(c) below) for the Warrant Shares specified in the Exercise Agreement. Certificates for shares purchased hereunder shall be delivered to the Holder within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant to be exercised and accompanied by payment in full of the aggregate Exercise Price as set forth above ("Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7Share Delivery Date"). This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise payment is received by the Company as provided set forth above. The Warrant Shares shall be deemed to have been issued, and the Person entitled Holder or any other person so designated to receive the Warrant Shares issuable upon exercise be named therein shall be treated for all purposes as the deemed to have become a holder of record of such shares of record for all purposes, as of the close of business on such date. As promptly as practicable after such date, date the Warrant has been exercised by payment to the Company shall issue and as set forth above. If the Company fails to deliver to the Person or Persons entitled to receive the same Holder a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon pursuant to this Section 3(a) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. If 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 shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of pursuant to an exercise by the Warrant upon Share Delivery Date, and if after such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of 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 balance Holder of the Warrant Shares purchasable hereunder which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the same terms and conditions set forth herein. In lieu of payment Company shall (1) pay in cash to the Holder 200% of the Warrant Price in cashamount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Holder may direct shares of Common Stock so purchased exceeds (y) the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for amount obtained by multiplying (A) the number of Warrant Shares as that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the Holder exercises this Warrantsell order giving rise to such purchase obligation was executed, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value on number of shares of Common Stock that would have been issued had the date of 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 (ii1) of the immediately preceding sentence the Company shall be required to pay the Holder $2,000. 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 Price then in effect. Payment by such cancellation is referred as required pursuant to herein as “cashless exercisethe terms hereof.”

Exercise of Warrant. Subject to 8.1 Exercise of the conditions set forth in Section 1 hereof, purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Exercise Date and on or before the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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), specifying and upon payment of the portion of this Warrant to be exercised and accompanied by payment in full Exercise Price of the Warrant Price Shares (asubject to Section 3(d) in cash below), thereby purchased by wire transfer or cashier's check drawn on a United States bank or by certified check with respect means of a cashless exercise pursuant and subject to Section 3(d) (if applicable), 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 Warrant Shares being purchased or Holder within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately prior 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 shares for all purposes, as of the date the Warrant has been properly exercised by receipt by the Company of the Notice to Exercise 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 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 close of business on the third (3nd ) Trading Day after the date of its surrender for exercise as provided abovesuch conditions being met by the Holder, and then the Person entitled Holder will have the right to receive 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 issuable upon exercise shall be treated for all purposes as pursuant to a proper exercise, by the holder of such shares of record as of Holder, by the close of business on such date. As promptly as practicable the third (3nd) Trading Day after the date of exercise, and if after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates third (or a direct registration system statement if the shares are to be issued in book entry form3rd) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of 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 balance Holder of the Warrant Shares purchasable hereunder which the Holder anticipated receiving upon such exercise (a "BUY-IN"), then the same terms and conditions set forth herein. In lieu Company shall, upon receipt of payment a letter from the Holder's brokerage firm (or its clearing firm or similar organization) stating the amount of the Warrant Price Buy-In, (1) pay in cash, immediately available funds to the Holder may direct the Company to cancel a portion of this Warrant having a value equal to amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Warrant Price for Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares as that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the Holder exercises this Warrantsell order giving rise to such purchase obligation was executed, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value on number of shares of Common Stock that would have been issued had the date of 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 (ii1) 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 Price then in effect. Payment by such cancellation is referred Shares as required pursuant to herein as “cashless exercisethe terms hereof.”

Exercise of Warrant. Subject to the conditions hereinafter set forth in Section 1 hereofforth, this Warrant may be exercised in whole at any time, or in part from time prior to its termination time, by the surrender holder hereof, by delivery of this Warrant, together with the Notice of Exercise and the Investment Representation Statement a written notice in the forms attached hereto as Attachments 1 and 2, respectively, form at the end hereof (the "Exercise Notice") duly completed and executed, executed at the principal office of the CompanyCompany in Lake Success, specifying New York or at such other office as the portion Company may designate by written notice to the holder hereof within the above-mentioned period and, at the election of the holder, either by paying to the Company the Aggregate Warrant Price (or the proportionate part thereof if exercised in part) for the shares so purchased in current funds, in which case payment shall be made in cash, by wire transfer, or by certified or official bank check, or by cashless exercise as hereinafter set forth. The holder shall not be required to deliver the original Warrant in order to effect an exercise of the Warrant. At its option, the holder may request, pursuant to Section 1, that the Company exchange this Warrant for a particular number of shares subject to be exercised and accompanied the Warrant (the "Converted Warrant Shares") by delivering to the holder, without payment in full by the holder of the Warrant Price (a) in or any cash or by certified check with respect other consideration, that number of shares of Stock as is equal to the quotient obtained by dividing the Net Value (as hereinafter defined) of the Converted Warrant Shares being purchased by the Fair Market Value (as determined (i) by reference to the current market price based upon the average last sale price for the three business days prior to exercise, if the Stock is publicly traded or (bii) by written direction the Board of Directors acting in good faith if the Company to cancel Stock is not publicly traded) of a portion single share of this Warrant sufficient to satisfy the “cashless exercise” provisions Stock, determined in each case as of this Section 7. 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 of this Warrant. The "Net Value" of the Person entitled to receive the Converted Warrant Shares issuable upon exercise shall be treated for all purposes as determined by subtracting the holder of such shares of record as Aggregate Warrant Price of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Converted Warrant Shares issuable upon such exercise. If from the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the aggregate Fair Market Value on of the date Converted Warrant Shares. All other provisions of exercise and (ii) the Warrant Price then in effect. Payment by Warrants shall apply to any such cancellation is referred exchange of the Warrants pursuant to herein as “cashless exercisethe terms of this Section 1.”

Exercise of Warrant. Subject to the conditions set forth (a) Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price Company (a) in cash or by certified check with respect to the Warrant Shares being purchased such other office or (b) by written direction agency of the Company as it may designate by notice in writing to cancel the registered Holder at the address of such Holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a portion 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 shares purchased hereunder shall be delivered to the Holder within three (3) Trading Days after the date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 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 close of business on the date of its surrender for exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder issuance of such shares of record as of the close of business on such dateshares, have been paid. As promptly as practicable after such date, If the Company shall issue and fails to deliver to the Person or Persons entitled to receive the same Holder a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon pursuant to this Section 3(a) by the third Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. If 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 shall be exercised for less than Shares pursuant to an exercise by the total number fifth Trading Day after the date of Warrant Shares then issuable upon exercise, promptly and if after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of fifth Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the balance Holder of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, which the Holder may direct anticipated receiving upon such exercise (a "Buy-In"), then the Company to cancel a portion of this Warrant having a value equal shall (1) pay in cash to the Warrant Price 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 as that the Company was required to which deliver to the Holder exercises this Warrantin 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, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value 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 and totaled $10,000, under clause (ii1) 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 Price then in effect. Payment by such cancellation is referred as required pursuant to herein as “cashless exercisethe terms hereof.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this This Warrant may be exercised exercised, in whole or in part, at any time prior and from time to time during the Exercise Period. Such exercise shall be accomplished by tender to the Company of the purchase price set forth above as the warrant price (the "Warrant Price"), in cash, by wire transfer or by certified check or bank cashier's check, payable to the order of the Company, together with presentation and surrender to the Company of this Warrant with an executed subscription in substantially the form attached hereto as Exhibit A (the "Subscription"); provided, however, the Company may, in its termination by sole discretion, agree to a cashless exercise procedure with the surrender Holder. Upon receipt of the foregoing, the Company will deliver to the Holder, as promptly as possible, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holder or its transferee (as permitted under Section 3 below). With respect to any exercise of this Warrant, together with the Notice Holder will for all purposes be deemed to have become the holder of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office record of the Companynumber of shares of Common Stock purchased hereunder on the date this Warrant, specifying the portion of this Warrant to be exercised a properly executed Subscription and accompanied by payment in full of the Warrant Price is received by the Company (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction "Exercise Date"), irrespective of the date of delivery of the certificate evidencing such shares, except that, if the date of such receipt is a date on which the stock transfer books of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant shall are closed, such person will be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of its surrender Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for exercise as provided abovethe immediately preceding sentence, and the Person Holder will be entitled to receive cash equal to the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder current market price of such shares fraction of record as a share of Common Stock on the close of business on such datetrading day immediately preceding the Exercise Date. As promptly as practicable after such dateIn the event this Warrant is exercised in part, the Company shall issue and deliver a new Warrant to the Person or Persons entitled to receive Holder covering the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the aggregate number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number shares of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares Common Stock as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseremains exercisable for.”

Exercise of Warrant. (a) Subject to the terms and conditions set forth in Section 1 hereof, this Warrant may be exercised at any time prior to its termination by the surrender of this Warrant, together with holder hereof then registered on the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office books of the Company, specifying pro rata as hereinafter provided, at any time on any Business Day on or after the portion opening of business on such Business Day, commencing with the first day after the date hereof, and prior to 11:59 P.M. Eastern Time on the Expiration Date (i) by delivery of a written notice, in the form of the subscription notice attached as Exhibit A hereto (the “Exercise Notice”), of such holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be exercised and accompanied by purchased, payment in full to the Company of an amount equal to the Warrant Price (aExercise Price(s) in cash or by certified check with respect applicable to the Warrant Shares being purchased purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (bthe “Aggregate Exercise Price”) by written direction in cash or wire transfer of immediately available funds and the Company to cancel a portion surrender of this Warrant sufficient (or an indemnification undertaking with respect to satisfy this Warrant in the “cashless exercise” provisions case of this Section 7. This Warrant shall be deemed its loss, theft or destruction) to have been exercised immediately prior a common carrier for overnight delivery to the close Company as soon as practicable following such date (“Cash Basis”) or (ii) if at the time of business on the date of its surrender for exercise as provided aboveexercise, and the Person entitled to receive the Warrant Shares issuable are not subject to an effective registration statement, or can be sold without restriction or limitation pursuant to Rule 144 as promulgated under the Securities Act or if an Event of Default has occurred, by delivering an Exercise Notice and in lieu of making payment of the Aggregate Exercise Price in cash or wire transfer, elect instead to receive upon such exercise shall be treated for all purposes as the holder “Net Number” of such shares of record as Common Stock determined according to the following formula (the “Cashless Exercise”): Net Number = (A x B) – (A x C) For purposes of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than foregoing formula: A = the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as with respect to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisebeing exercised.”

Exercise of Warrant. (a) Subject to the terms and conditions set forth in Section 1 hereof, this Warrant may be exercised at any time prior to its termination by the surrender of this Warrant, together with holder hereof then registered on the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office books of the Company, specifying pro rata as hereinafter provided, at any time on any Business Day on or after the portion opening of business on such Business Day, commencing with the first day after the date hereof, and prior to 5:00 P.M. Eastern Time on the Expiration Date (i) by delivery of a written notice, in the form of the subscription notice attached as Exhibit A hereto (the “Exercise Notice”), of such holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be exercised and accompanied by purchased, payment in full to the Company of an amount equal to the Warrant Price (aExercise Price(s) in cash or by certified check with respect applicable to the Warrant Shares being purchased purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (bthe “Aggregate Exercise Price”) by written direction in cash or wire transfer of immediately available funds and the Company to cancel a portion surrender of this Warrant sufficient (or an indemnification undertaking with respect to satisfy this Warrant in the “cashless exercise” provisions case of this Section 7. This Warrant shall be deemed its loss, theft or destruction) to have been exercised immediately prior a common carrier for overnight delivery to the close Company or (ii) if at the time of business on the date of its surrender for exercise as provided aboveexercise, and the Person entitled to receive the Warrant Shares issuable are not subject to an effective registration statement or if an Event of Default has occurred and is continuing, by delivering an Exercise Notice and in lieu of making payment of the Aggregate Exercise Price in cash or wire transfer, elect instead to receive upon such exercise shall be treated for all purposes as the holder “Net Number” of such shares of record as Common Stock determined according to the following formula (the “Cashless Exercise”): Net Number = (A x B) – (A x C) B For purposes of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than foregoing formula: A = the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as with respect to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisebeing exercised.”

Exercise of Warrant. Subject to the conditions set forth (a) Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price Company (a) in cash or by certified check with respect to the Warrant Shares being purchased such other office or (b) by written direction agency of the Company as it may designate by notice in writing to cancel the registered Holder at the address of such Holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a portion United States bank 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 shares purchased hereunder shall be delivered to the Holder within three (3) Trading Days after the date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately prior 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 shares for all purposes, as of the close of business on the date of its surrender for exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall has been exercised by delivery of the Notice of Exercise Form and payment to the Company of the Exercise Price and all taxes required to be treated for all purposes as paid by the holder Holder, if any, pursuant to Section 5 prior to the issuance of such shares of record as of the close of business on such dateshares, have been paid. As promptly as practicable after such date, If the Company shall issue and fails to deliver to the Person or Persons entitled to receive the same Holder a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon pursuant to this Section 3(a) by the third Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. If 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 shall be exercised for less than Shares pursuant to an exercise by the total number third Trading Day after the date of Warrant Shares then issuable upon exercise, promptly and if after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of 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 balance Holder of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, which the Holder may direct anticipated receiving upon such exercise (a “Buy-In”), then the Company to cancel a portion of this Warrant having a value equal shall (1) pay in cash to the Warrant Price 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 as that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the Holder exercises this Warrantsell order giving rise to such purchase obligation was executed, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value on number of shares of Common Stock that would have been issued had the date of Company timely complied with its exercise and (ii) delivery obligations hereunder; provided, however, that if the Holder exercises its option to have the relevant portion of the Warrant Price then reinstated, it shall deliver to the Company any certificate representing such Warrant Shares if such certificate is ultimately delivered to the Holder. 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 effectrespect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Payment by such cancellation is referred Nothing herein shall limit a Holder’s right to herein 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 “cashless exerciserequired pursuant to the terms hereof.”

Exercise of Warrant. Subject to During the conditions set forth in Section 1 hereofExercise Period, this Warrant may be exercised at any ------------------- exercised, in whole or in part and from time prior to its termination time, by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, executed at the principal office of the Company (or such other office or agency of the Company as it may designate) and upon payment of the Exercise Price of the shares thereby purchased (the aggregate of the Exercise Price for all shares to be exercised being referred to herein as the "Purchase Price"). Payment of the Purchase Price may be made (i) by check or bank draft payable to the order of the Company, specifying (ii) by wire transfer to the portion account of the Company, or (iii) by delivery of this Warrant to be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of instructions that the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise retain as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Purchase Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the such number of Warrant Shares as to which shall be determined under the Holder exercises this Warrant, next sentence (a "receive that number of Warrant Shares determined by multiplying the number of Warrant Shares for which the Cashless Exercise is made by a fraction, the numerator of which shall be the difference between the then Current Market Price per Warrant Share and the Exercise Price, and the denominator of which shall be the then Current Market Price per share of Common Stock. The remaining Warrant Shares for which the Cashless Exercise has been made shall be deemed to have been paid to the Company as the Purchase Price. Upon exercise, the Holder shall be entitled to receive, promptly after payment in full, one or more certificates, issued in the Holder's name or in such name or names as the Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. The shares so purchased shall be deemed to be issued as of the close of business on the date on which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseshall have been exercised.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, The rights represented by this Warrant may be exercised by the Holder, in whole or in part (but not as to fractional shares) at any time prior or from time to its termination time in part, but not as to a fractional share of Series A Preferred Stock, by the completion of the purchase form attached hereto and by the surrender of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, Warrant (properly endorsed) at the principal office of the CompanyCorporation as it may designate by notice in writing to the Holder hereof at the address of the Holder appearing on the books of the Corporation, specifying the portion of this Warrant to be exercised and accompanied by payment in full to the Corporation of the Warrant Price (a) in cash or by certified check or official bank check, for each share being purchased. At the option of Holder, the Warrant Price will be payable by surrendering shares of Series A Preferred Stock in good form for transfer owned by the Holder and having a fair market value on the date of exercise equal to the Price. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Series A Preferred Stock so purchased, registered in the name of the Holder, or its nominee or other party designated in the purchase form by the Holder hereof, will be delivered to the Holder within 30 business days after the date in which the rights represented by this Warrant will have been so exercised; and, unless this Warrant has expired or has been exercised in full, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant will not then have been exercised will also be issued to the Warrant Shares being purchased or (b) by written direction Holder within such time. The person in whose name any certificate for shares of the Company to cancel a portion Series A Preferred Stock is issued upon exercise of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant shall will for all purposes be deemed to have been exercised immediately prior become the Holder of record of such shares on the date on which this Warrant was surrendered and payment of the Warrant Price, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Corporation are closed, such person will be deemed to have become the Holder of such shares at the close of business on the next succeeding date of its surrender for exercise as provided above, and on which the Person entitled to receive the Warrant Shares issuable stock transfer books are open. No fractional shares will be issued upon exercise shall of this Warrant and no payment or adjustment will be treated for all purposes as made upon any exercise on account of any cash dividends on the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be Series A Preferred Stock issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If any fractional interest in a share of Series A Preferred Stock would, except for the Warrant shall provision of this SECTION 1, be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant delivered upon such exercise, the Company shall execute and deliver Corporation, in lieu of delivery of a new Warrantfractional share thereof, dated the date hereof, evidencing the right of will pay to the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price an amount in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value cash equal to the Warrant Price for current market price of such fractional share as determined in good faith by the number Board of Warrant Shares as to which Directors of the Holder exercises this Warrant, determined by multiplying Corporation (the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercise"BOARD").”

Exercise of Warrant. Subject to the terms and conditions set forth in Section 1 hereofherein, the Holder may exercise this Warrant on or after February 18, 2011 and no later than February 17, 2014. If the underlying Shares are registered on Form S-1 or S-3, and for so long as the underlying Shares continue to be so registered, the Company, in its sole discretion, may be exercised require the Holder to exercise all or part of the Warrant if the close price is $2.00 per share for five trading days. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at any time prior to its termination principal office, with the Warrant Exercise Form, attached hereto as Appendix A, duly executed by the surrender Holder and accompanied by payment in cash or by check, payable to the order of the Company, of the aggregate Exercise Price for the total aggregate number of securities for which this Warrant is exercised or a cashless exercise at the sole decision of the Holder. The Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” Upon receipt by the Company of this Warrant, together with the Notice of executed Warrant Exercise Form and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office payment of the CompanyExercise Price, specifying if any, for the portion securities to be acquired, in proper form for exercise, and subject to the Holder’s compliance with all requirements of this Warrant to be exercised and accompanied by payment in full of for the Warrant Price (a) in cash or by certified check with respect to exercise hereof, the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Holder 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares Stock issuable upon such exercise. If , notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such securities shall not then be actually delivered to the Holder; provided, however, that no exercise of this Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exerciseeffective, promptly after surrender of the Warrant upon such exercise, and the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of have no obligation to issue any Warrant Stock to the Holder to the balance upon any attempted exercise of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying unless the number of Warrant Shares Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to which this Warrant provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act and applicable state securities laws, including without limitation representations that the exercising Holder is directed an “accredited investor” as defined in Regulation D under the Securities Act and that the Holder is familiar with the Company and its business and financial condition and has had an opportunity to be cancelled by an amount equal ask questions and receive documents relating thereto to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisehis reasonable satisfaction.”

Exercise of Warrant. Subject to the terms and conditions set forth in Section 1 hereofherein, the Holder may exercise this Warrant may be exercised on or after April 17, 2008, but no later than October 17, 2012. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at any time prior to its termination principal office, with the Warrant Exercise Form, attached hereto as Appendix A, duly executed by the surrender Holder and accompanied by payment in cash or by certified check, payable to the order of the Company or by a wire transfer to the Company, of the aggregate Exercise Price for the total aggregate number of securities for which this Warrant is exercised. The Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” Upon receipt by the Company of this Warrant, together with the Notice of executed Warrant Exercise Form and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office payment of the CompanyExercise Price, specifying if any, for the portion securities to be acquired, in proper form for exercise, and subject to the Holder’s compliance with all requirements of this Warrant to be exercised and accompanied by payment in full of for the Warrant Price (a) in cash or by certified check with respect to exercise hereof, the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Holder 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares Stock issuable upon such exercise. If , notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such securities shall not then be actually delivered to the Holder; provided, however, that no exercise of this Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exerciseeffective, promptly after surrender of the Warrant upon such exercise, and the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of have no obligation to issue any Warrant Stock to the Holder to the balance upon any attempted exercise of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying unless the number of Warrant Shares Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to which this Warrant provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act and applicable state securities laws, including without limitation representations that the exercising Holder is directed an “accredited investor” as defined in Regulation D under the Securities Act and that the Holder is familiar with the Company and its business and financial condition and has had an opportunity to be cancelled by an amount equal ask questions and receive documents relating thereto to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisehis reasonable satisfaction.”

Exercise of Warrant. Subject to (a) Exercise of the conditions set forth in Section 1 hereof, purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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, specifying ) and upon payment of the portion of this Warrant to be exercised and accompanied by payment in full Exercise Price of the Warrant Price (a) in cash Shares thereby purchased by wire transfer or cashier's check drawn on a United States bank or by certified check with respect 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 purchased hereunder shall be delivered to the Warrant Shares being purchased or Holder within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately prior 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 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 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 close of business on the 3rd Trading Day after the date of its surrender for exercise as provided abovesuch conditions being met by the Holder, and then the Person entitled Holder will have the right to receive 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 issuable upon exercise shall be treated for pursuant to a proper exercise, and all purposes as conditions being met by the holder of such shares of record as of Holder, by the close of business on such date. As promptly as practicable the 8th Trading Day after the date of exercise, and if after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of 8th 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 balance Holder of the Warrant Shares purchasable hereunder which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the same terms and conditions set forth herein. In lieu of payment of 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 Price in cash, Shares so purchased exceeds (y) the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for amount obtained by multiplying (A) the number of Warrant Shares as that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the Holder exercises this Warrantsell order giving rise to such purchase obligation was executed, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value on number of shares of Common Stock that would have been issued had the date of 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 Warrant Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (ii1) 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 Warrant Price then in effect. Payment by such cancellation is referred Shares as required pursuant to herein as “cashless exercisethe terms hereof.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this This Warrant may be exercised in whole or in part, at any time prior or from time to time, during the Exercise Period by presentation and surrender hereof to the Company at its termination principal place of business (or at such other address as the Company or its agent may hereafter designate in writing to the Holder), or at the office of its warrant agent, with the Notice of Exercise Form contained herein duly executed and accompanied by a wire transfer of immediately available funds, cash or a certified or official bank check drawn to the order of “Rxxx’x Inc.” in the amount of the Exercise Price multiplied by the number of Warrant Shares specified in such form. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, Warrant evidencing the right rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable hereunder upon hereunder. Upon receipt by the same terms Company during the Exercise Period of this Warrant and conditions set forth herein. In lieu such Notice of Exercise Form, in proper form for exercise, together with proper payment of the Warrant Price in cashExercise Price, at such office, or by the warrant agent of the Company at its office, the Holder may direct shall be deemed to be the holder of record of the number of Warrant Shares specified in such form; PROVIDED, HOWEVER, that if the date of such receipt by the Company or its agent is a date on which the stock transfer books of the Company are closed, such person shall be deemed to cancel a portion have become the record holder of such shares on, and such certificate shall be dated, the next succeeding business day on which the stock transfer books of the Company are open. The Company shall pay any and all documentary, stamp or similar issue or transfer taxes payable in respect of the issue or delivery of such Warrant Shares. Any new or substitute Warrant issued under this Section A or any other provision of this Warrant having shall be dated the date of this Warrant. Upon exercise of this Warrant, the Company or its warrant agent shall, within 3 trading days, cause to be issued and shall promptly deliver upon written order of the Holder of this Warrant, and in such name or names as such Holder may designate, a value equal certificate or certificates for the Warrant Shares. If the Company’s transfer agent is a participant in the DTC FAST system, then such Warrant Shares may be delivered electronically by crediting the broker account designated by the Holder pursuant to the DWAC system, subject to applicable securities laws. Notwithstanding the foregoing, this Warrant Price may also be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Issuance Date hereof, and before the close of business on the Termination Date hereof. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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) 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, specifying the portion holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect delivered to the Warrant Shares being purchased or holder hereof within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 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 Holder, if any, pursuant to Section 5 prior to the close issuance of business on such shares, have been paid. If this Warrant shall have been exercised in part, the date Company shall, at the time of its surrender 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 exercise as provided aboveby this Warrant, and which new Warrant shall in all other respects be identical with this Warrant. If the Person entitled to receive a registration statement permitting the Warrant resale of the Shares issuable upon exercise of this Warrant is not then effective, this Warrant may also be exercised by means of a "cashless exercise" in which the holder shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount shares equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, The rights represented by this Warrant may be exercised by the Holder, in whole or in part (but not as to fractional shares) at any time prior or from time to its termination time during the Exercise Period by the completion of the purchase form attached hereto and by the surrender of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, Warrant (properly endorsed) at the principal office of the Company as it may designate by notice in writing to the Holder hereof at the address of the Holder appearing on the books of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full to the Company of the Warrant Price (a) in cash or by certified check or official bank check, for each share being purchased. (In addition, see Section 2 below for net issuance provisions.) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder, or its nominee or other party designated in the purchase form by the Holder hereof, shall be delivered to the Holder within thirty (30) business days after the date on which the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired or has been exercised in full, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Warrant Shares being purchased or (b) by written direction Price is made, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant are closed, such person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date of its surrender for exercise as provided above, and on which the Person entitled to receive the Warrant Shares issuable stock transfer books are open. No fractional shares shall be issued upon exercise shall of this Warrant and no payment or adjustment shal be treated for all purposes as made upon any exercise on account of any cash dividends on the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be Common Stock issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If any fractional interest in a share of Common Stock would, except for the Warrant shall provision of this Section 1, be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant delivered upon such exercise, the Company Company, in lieu of delivery of a fractional share thereof, shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of pay to the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price an amount in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value cash equal to the Warrant Price for current market price of such fractional share as determined in good faith by the number Board of Warrant Shares as to which Directors of the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseCompany.”

Exercise of Warrant. Subject to (a) Except as provided in this Section 3 herein, exercise of the conditions set forth in Section 1 hereof, subscription rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price Company (a) in cash or by certified check with respect to the Warrant Shares being purchased such other office or (b) by written direction agency of the Company as they may designate by notice in writing to cancel the registered Holder at the address of such Holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby subscribed for by wire transfer or cashier’s check drawn on a portion United States bank to the Company, or by means of a cashless exercise pursuant to Section 3(c) (as to Warrant Shares only), the Holder shall be entitled to receive a certificate for the number of Warrant Shares for which it subscribed. The Company shall, upon request of the Holder, if available and if allowed under applicable securities laws, use its commercially reasonable efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. The Company shall, within two weeks after date of payment of the Exercise Price, deposit a bank statement as referred to in Section 2:93(a)(6) of the Netherlands Civil Code, indicating the EURO amount into which the amount of the Exercise Price is freely convertible based on the USD/EURO exchange rate on the date of payment of the Exercise Price, with the Commercial Registry of the competent Chamber of Commerce and Industry. Certificates for shares subscribed for hereunder shall be delivered to the Holder within five (5) Trading Days after the date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 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 close of business on the date of its surrender for exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder issuance of such shares of record as of the close of business on such dateshares, have been paid. As promptly as practicable after such date, If the Company shall issue and fails to deliver to the Person or Persons entitled to receive the same Holder a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon pursuant to this Section 3(a) by the fifth Trading Day after the date of exercise, then the Holder will be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates to rescind such exercise. If 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 shall be exercised for less than Shares pursuant to an exercise by the total number fifth Trading Day after the date of Warrant Shares then issuable upon exercise, promptly after surrender exercise (through no fault of the Warrant upon Holder), and if after such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of 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 balance Holder of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, which the Holder may direct anticipated receiving upon such exercise (a “Buy-In”), then the Company to cancel a portion of this Warrant having a value equal shall (1) pay in cash to the Warrant Price 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 as that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the Holder exercises this Warrantsell order giving rise to such purchase obligation was executed, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value on number of shares of Common Stock that would have been issued had the date of 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 (ii1) 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 Price then in effect. Payment by such cancellation is referred as required pursuant to herein as “cashless exercisethe terms hereof.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, The purchase rights represented by this Warrant may be exercised at any are exercisable by the registered Warrantholder, in whole or in part from time prior to time before its termination termination, by the surrender of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, executed at the principal office of the Company, specifying at 0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 (or such other office or agency of the portion Company as it may designate by notice in writing to the Warrantholder, at the address of this Warrant to be exercised such Warrantholder appearing on the books of the Company), and accompanied by upon payment in full of the Warrant Exercise Price for the shares thereby purchased (a) in cash by cash, by check or bank draft payable to the order of the Company, or by certified check with respect to the Warrant Shares being purchased or (b) by written direction cancellation of indebtedness of the Company to cancel the Warrantholder, if any, at the time of exercise, in an amount equal to the Warrant Exercise Price for the shares thereby purchased), and/or by execution of an election by the Warrantholder to effect a portion cashless exercise pursuant to Section 12 hereof); whereupon the Warrantholder shall be entitled to receive a certificate for the number of shares of Common Stock so purchased; provided, however, that the Company will place on each certificate a legend substantially the same as that appearing on this Warrant, in addition to any legends required by any applicable state or federal law. The date upon which the Company shall have received this Warrant sufficient and payment of the applicable Warrant Exercise Price is the Exercise Date. If this Warrant is exercised in part, the Company will issue to satisfy the “cashless exercise” provisions Warrantholder a new Warrant upon the same terms as this Warrant, but for the balance of shares of Common Stock for which this Section 7Warrant then remains exercisable. This Warrant Subject to the foregoing limitations, the Company agrees that if, upon the Exercise Date, the Warrantholder shall be entitled to exercise this Warrant, the shares so purchased shall be deemed to have been exercised immediately prior be issued 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 issuable upon exercise shall be treated for all purposes such Warrantholder as the holder record owner of such shares of record as of the close of business on such datethe Exercise Date. As promptly as practicable after such date, the Company Certificates for shares purchased hereunder shall issue and deliver be delivered to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly Warrantholder within 10 business days after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to on which this Warrant is directed to shall have been exercised as aforesaid. The Company covenants that all shares of Common Stock that may be cancelled issued upon the exercise of rights represented by an amount equal to this Warrant will, upon exercise of the difference between rights represented by this Warrant in accordance with the terms hereof, be fully paid and non-assessable and free from all preemptive rights, taxes, liens, and charges in respect of the issue thereof (i) the Fair Market Value on the date other than taxes in respect of exercise and (ii) the Warrant Price then in effect. Payment by any transfer occurring contemporaneously with such cancellation is referred to herein as “cashless exerciseissue).”

Exercise of Warrant. Subject to During the conditions set forth in Section 1 hereofWarrant Exercise Period, the Warrantee may exercise this Warrant may be exercised at any time prior to its termination by the upon presentation and surrender of this Warrant, together with Warrant and upon payment of the Notice Warrant Exercise Price for the Warrant Shares to be purchased or by notice of Exercise and the Investment Representation Statement non-cash exercise as provided in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, Section 14 herein below to DRI at the principal office of DRI. Upon exercise of this Warrant, the Companyform of election hereinafter provided must be duly executed and delivered to DRI. If this Warrant is exercised in part, specifying the portion Warrantee shall be required to exercise this Warrant with respect to a minimum of 2,500 shares of Common Stock upon each such exercise in part. In the event of the exercise of this Warrant in part only, DRI shall cause to be exercised and accompanied by payment delivered to the Warrantee a new Warrant of like tenor to this Warrant in full the name of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, Warrantee evidencing the right of the Holder Warrantee to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for purchase the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares purchasable hereunder as to which this Warrant is directed to be cancelled by an amount equal to the difference between has not been exercised. On exercise of this Warrant, unless (i) DRI receives an opinion from counsel satisfactory to it that such a legend is not required in order to assure compliance with the Fair Market Value on Securities Act of 1933, as amended (the date of exercise and "1933 Act"), or any applicable state securities laws, or (ii) the Warrant Price then Shares are registered under the 1933 Act, each certificate for Warrant Shares issued hereunder shall bear a legend reading substantially as follows: These securities have not been registered under the Securities Act of 1933, as amended, and may be offered and sold only if registered pursuant to the provisions of that Act or if, in effectthe opinion of counsel to the Warrantee, an exemption from registration thereunder is available, the availability of which must be established to the satisfaction of DRI. Payment by The foregoing legend may be removed with respect to any Warrant Shares sold upon registration or sold pursuant to an exemption from registration, including the exemption for sales made in accordance with Rule 144 promulgated under the 1933 Act; provided DRI receives an opinion from counsel satisfactory to it that such cancellation is referred to herein as “cashless exerciselegend may be removed and shares properly sold.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, (a) The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part, at any time and from time to time during the Exercise Period, by (i) delivery of written notice to American Stock Transfer & Trust Company (the “Warrant Agent”) in the form attached as Exhibit A hereto (the “Exercise Notice”) at least five (5) Trading Days (defined below) prior to its termination by the date of exercise of this Warrant, (ii) the surrender of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, Warrant (properly endorsed) at the principal office of the CompanyWarrant Agent, specifying the portion of this Warrant to be exercised and accompanied by payment in full or at such other agency or office of the Warrant Agent in the United States of America as it may designate by notice in writing to the Holder hereof at the address of such Holder appearing on the records of the Warrant Agent maintained for such purpose, and (iii) delivery of payment to the Warrant Agent of the Exercise Price (a) in cash or by certified check with respect to for the Warrant Shares being purchased no later than 10:30 a.m. (New York City time) on the date of exercise of this Warrant. In the event of the exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased, registered in the name of the Holder, and if such 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 Warrant, shall be delivered to the Holder hereof within a reasonable time, not exceeding five (b5) Trading Days, after the rights represented by written direction 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 holder of record of such Warrant Shares on the date on which the Warrant was surrendered and payment of the Exercise Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant are closed, such person shall be deemed to have been exercised immediately prior to become the holder of such Warrant Shares at the close of business on the next succeeding date of its surrender for exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisestock transfer books are open.”

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date, and before the close of business on the Termination Date. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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) 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, specifying the portion holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect delivered to the Warrant Shares being purchased or holder hereof within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 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 Holder, if any, pursuant to Section 5 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 issuable upon exercise shall be treated for all purposes as the holder issuance of such shares of record as of the close of business on such dateshares, have been paid. As promptly as practicable after such dateIf this Warrant shall have been exercised in part, the Company shall issue and deliver to shall, at the Person or Persons entitled to receive time of delivery of the same a certificate or certificates (or representing Warrant Shares, deliver to Holder a direct registration system statement if new Warrant evidencing the rights of Holder to purchase the unpurchased shares are to of Common Stock called for by this Warrant, which new Warrant shall in all other respects be issued in book entry form) representing the number of full Warrant Shares issuable upon such exerciseidentical with this Warrant. If a registration statement is not effective for the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance resale of the Warrant Shares purchasable hereunder upon at any time after one year from the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion date of this Warrant, this Warrant having may also be exercised by means of a value equal "cashless exercise" in which the holder shall be entitled to the Warrant Price receive a certificate for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount shares equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this (a) This Warrant may be exercised exercised, in whole at any time or in part from time to time, commencing on the Commencement Date, and prior to its termination 5:00 p.m., New York, New York time then current, on the Expiration Date, by the holder of this Warrant (the "Holder") by the surrender of this WarrantWarrant (with the Subscription attached hereto in the form of Exhibit A and the Notice of Conversion or --------- Exercise (the "Notice of Exercise"), attached to that certain Regulation S Securities Subscription Agreement, by and between the Company and RBB, dated as of January 27, 1997 and attached hereto as Exhibit B, duly executed) at the --------- address set forth in Subsection 10(a) hereof, provided, however, (i) the Holder of this Warrant must certify in the Note of Exercise that Holder is not a "US Person" as that term is defined in Rule 902(e) of Regulation D pursuant to the Securities Act of 1933, as amended (a copy of which is attached hereto as Exhibit C) (ii) such Notice of Exercise must be executed outside of --------- the United States, and (iii) the address where the Holder instructs the Company to forward the certificate for the shares issued upon exercise of this Warrant is outside of the United States, together with proper payment of the Notice of Exercise and Aggregate Warrant Price, or the Investment Representation Statement proportionate part thereof if this Warrant is exercised in part. Payment for the forms attached hereto as Attachments 1 and 2Warrant Shares shall be made by wire transfer, respectivelycertified or official bank check, duly completed and executed, at payable to the principal office order of the Company, specifying the portion of . If this Warrant to is exercised in part, this Warrant must be exercised and accompanied by payment in full for a number of whole shares of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 aboveCommon Stock, and the Person Holder is entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for covering the number of Warrant Shares as in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such exercise and surrender of this Warrant, the Company will (i) issue a certificate or certificates in the name of the Holder for the number of whole shares of the Common Stock to which the Holder exercises this Warrantshall be entitled and, determined by multiplying the number of Warrant Shares as to which if this Warrant is directed exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall be cancelled by an amount entitled, pay cash equal to the difference between fair value of such fractional share (i) determined in such reasonable manner as the Fair Market Value on Board of Directors of the date of exercise Company shall determine), and (ii) deliver the other securities and properties receivable upon the exercise of this Warrant, or the proportionate part hereof if this Warrant Price then is exercised in effect. Payment by such cancellation is referred part, pursuant to herein as “cashless exercisethe provisions of this Warrant.”

Exercise of Warrant. Subject to During the conditions set forth in Section 1 hereofExercise Period, this Warrant may be exercised at any exercised, in whole or in part and from time prior to its termination time, by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, executed at the principal office of the Company (or such other office or agency of the Company as it may designate) and upon payment of the Exercise Price of the shares thereby purchased (the aggregate of the Exercise Price for all shares to be exercised being referred to herein as the "Purchase Price"). Payment of the Purchase Price may be made (i) by check or bank draft payable to the order of the Company, specifying (ii) by wire transfer to the portion account of the Company, or (iii) by delivery of this Warrant to be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of instructions that the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise retain as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Purchase Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as remaining after distributing to which the Holder exercises this Warrantthe number of shares determined by the formula in the next sentence (a "Cashless Exercise"). In the event of a Cashless Exercise, the Holder shall receive the number of Warrant Shares determined by multiplying the number of Warrant Shares for which the Cashless Exercise is made by a fraction, the numerator of which shall be the difference between the then Current Market Price per Warrant Share and the Exercise Price, and the denominator of which shall be the then Current Market Price per share of Common Stock. The remaining Warrant Shares for which the Cashless Exercise has been made shall be deemed to have been paid by the Holder as the Exercise Price. Upon exercise, the Holder shall be entitled to receive, promptly after payment in full, one or more certificates, issued in the Holder's name or in such name or names as the Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. The shares so purchased shall be deemed to be issued as of the close of business on the date on which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseshall have been exercised.”

Exercise of Warrant. Subject to (a) Exercise of the conditions set forth in Section 1 hereof, purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Exercise Date and on or before the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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), specifying and upon payment of the portion of this Warrant to be exercised and accompanied by payment in full Exercise Price of the Warrant Price Shares (asubject to SECTION 3(D) in cash below), thereby purchased by wire transfer or cashier's check drawn on a United States bank or by certified check with respect means of a cashless exercise pursuant and subject 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 purchased hereunder shall be delivered to the Warrant Shares being purchased or Holder within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately prior 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 shares for all purposes, as of the date the Warrant has been properly exercised by receipt by the Company of the Notice to Exercise 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 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 close of business on the third (3rd ) Trading Day after the date of its surrender for exercise as provided abovesuch conditions being met by the Holder, and then the Person entitled Holder will have the right to receive 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 issuable upon exercise shall be treated for all purposes as pursuant to a proper exercise, by the holder of such shares of record as of Holder, by the close of business on such date. As promptly as practicable the third (3rd) Trading Day after the date of exercise, and if after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates third (or a direct registration system statement if the shares are to be issued in book entry form3rd) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of 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 balance Holder of the Warrant Shares purchasable hereunder which the Holder anticipated receiving upon such exercise (a "BUY-IN"), then the same terms and conditions set forth herein. In lieu Company shall, upon receipt of payment a letter from the Holder's brokerage firm (or its clearing firm or similar organization) stating the amount of the Warrant Price Buy-In, (1) pay in cash, immediately available funds to the Holder may direct the Company to cancel a portion of this Warrant having a value equal to amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Warrant Price for Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares as that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the Holder exercises this Warrantsell order giving rise to such purchase obligation was executed, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value on number of shares of Common Stock that would have been issued had the date of 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 (ii1) 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 Hxxxxx'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 Price then in effect. Payment by such cancellation is referred Shares as required pursuant to herein as “cashless exercisethe terms hereof.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this This Warrant may be exercised by the Warrant Holder, in whole or in part, at any time prior and from time to its termination time by the surrender of this Warrant, together with the Notice form of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, subscription at the end hereof duly executed by Warrant Holder, to the Company at its principal office of office. In the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of event that the Warrant Price (a) is not exercised in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 abovefull, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares shall be reduced by the number of such Warrant Shares for which this Warrant is exercised, and the Company, at its expense, shall forthwith issue and deliver to or upon the order of Warrant Holder a new Warrant of like tenor in the name of Warrant Holder or as Warrant Holder (upon payment by Warrant Holder of any applicable transfer taxes) may request, reflecting such adjusted Warrant Shares. If, despite the Company's obligations provided in Paragraphs 4(a) and 4(d) hereof, the Company shall not have registered pursuant to a Registration Statement under the Act and/or available for issuance upon exercise of this Warrant sufficient shares of Common Stock for such issuance as such registered shares then, notwithstanding anything contained herein to the contrary and in addition to and not in lieu of any of the other rights and remedies to which the Warrant Holder exercises may be entitled by reason of the Company's failure fully to meet its obligations under Paragraphs 4(a) and 4(d) hereof, the Warrant Holder may, at its election exercised in its sole discretion, exercise this WarrantWarrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Purchase Price, elect instead to receive upon such exercise the Net Number of shares of Common Stock determined by multiplying according to the following formula: Net Number = (A X B) - (A X C) ------------------ B For purposes of the foregoing formula: A = the total number of Warrant Shares as shares with respect to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisebeing exercised.”

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, The rights represented by this Warrant may be exercised by the Holder, in whole or in part (but not as to fractional shares) at any time prior or from time to its termination time during the Exercise Period by the completion of the purchase form attached hereto and by the surrender of this Warrant, together with the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, Warrant (properly endorsed) at the principal office of the Company as it may designate by notice in writing to the Holder hereof at the address of the Holder appearing on the books of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full to the Company of the Warrant Price (a) in cash or by certified check or official bank check, for each share being purchased. (In addition, see Section 2 below for net issuance provisions.) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder, or its nominee or other party designated in the purchase form by the Holder hereof, shall be delivered to the Holder within thirty (30) business days after the date on which the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired or has been exercised in full, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Warrant Shares being purchased or (b) by written direction Price is made, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant are closed, such person shall be deemed to have been exercised immediately prior to become the holder of such shares at the close of business on the next succeeding date of its surrender for exercise as provided above, and on which the Person entitled to receive the Warrant Shares issuable stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be treated for all purposes as made upon any exercise on account of any cash dividends on the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be Common Stock issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If any fractional interest in a share of Common Stock would, except for the Warrant shall provision of this Section 1, be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant delivered upon such exercise, the Company Company, in lieu of delivery of a fractional share thereof, shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of pay to the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price an amount in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value cash equal to the Warrant Price for current market price of such fractional share as determined in good faith by the number Board of Warrant Shares as to which Directors of the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseCompany.”

Exercise of Warrant. (a) Subject to the terms and conditions set forth in Section 1 hereof, this Warrant may be exercised at any time prior to its termination by the surrender of this Warrant, together with Holder hereof then registered on the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office books of the Company, specifying in whole or in part, at any time on any Business Day on or after the portion opening of business on such Business Day, commencing with the Effective Date, and prior to 11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery of a written notice, in the form of the subscription notice attached as Exhibit A hereto (the “Exercise Notice”), of such Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be exercised and accompanied by purchased which shall not be less than 1,000 shares in each case (or if less than 1,000 shares are available to purchase from the Company pursuant to this Warrant), such lesser amount (as such minimum number may be adjusted pursuant to Section 8), (ii) payment in full to the Company of an amount equal to the Warrant Price (aExercise Price(s) in cash or by certified check with respect applicable to the Warrant Shares being purchased purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (bthe “Aggregate Exercise Price”) by written direction in cash or wire transfer of immediately available funds and (iii) the Company to cancel a portion surrender of this Warrant sufficient (or an indemnification undertaking with respect to satisfy this Warrant in the “cashless exercise” provisions case of its loss, theft or destruction) to a common carrier for overnight delivery to the Company as soon as practicable following such date. Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to in clause (ii) above the Holder of this Section 7. This Warrant shall be deemed for all corporate purposes to have been exercised immediately prior to become the close Holder of business on the date record of its surrender for exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise with respect to which this Warrant has been exercised. Notwithstanding anything herein to the contrary, the Holder shall not be treated for required to physically surrender this Warrant to the Company until the Holder has purchased all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such dateWarrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Company Holder shall issue and deliver surrender this Warrant to the Person or Persons entitled Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to receive the same Company. Partial exercises of this Warrant resulting in purchases of a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number portion of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exerciseavailable hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and any assignee, promptly after surrender by acceptance of this Warrant, acknowledge and agree that, by reason of the Warrant upon such exerciseprovisions of this paragraph, following the Company shall execute and deliver purchase of a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance portion of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cashhereunder, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which available for purchase hereunder at any given time may be less than the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value stated on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exerciseface hereof.”

Exercise of Warrant. Subject to (a) Exercise of the conditions set forth in Section 1 hereof, purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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), specifying and upon payment of the portion of this Warrant to be exercised and accompanied by payment in full Exercise Price of the Warrant Price (a) in cash Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank or by certified check with respect 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 purchased hereunder shall be delivered to the Warrant Shares being purchased or Holder within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately prior 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 shares for all purposes, as of the date the Warrant has been properly exercised by receipt by the Company of the Notice of Exercise and payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 6 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 close of business on the 3rd Trading Day after the date of its surrender for exercise as provided abovesuch conditions being met by the Holder, and then the Person entitled Holder will have the right to receive 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 issuable upon exercise shall be treated for pursuant to a proper exercise, and all purposes as conditions being met by the holder of such shares of record as of Holder, by the close of business on such date. As promptly as practicable the 3rd Trading Day after the date of exercise, and if after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of 3rd 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 balance Holder of the Warrant Shares purchasable hereunder which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the same terms and conditions set forth herein. In lieu of payment of 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 Price in cash, Shares so purchased exceeds (y) the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for amount obtained by multiplying (A) the number of Warrant Shares as that the Company was required to deliver to the Holder in connection with the exercise at issue times and (B) the price at which the Holder exercises this Warrantsell order giving rise to such purchase obligation was executed, determined by multiplying and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares as to for which this Warrant is directed to be cancelled by an amount equal such exercise was not honored or deliver to the difference between (i) Holder the Fair Market Value on number of shares of Common Stock that would have been issued had the date of 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 (ii1) 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 Price then in effect. Payment by such cancellation is referred Shares as required pursuant to herein as “cashless exercisethe terms hereof.”

Exercise of Warrant. Subject to Except as provided in Sections 4 and 5 herein, exercise of the conditions set forth in Section 1 hereof, purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date, and before the close of business on the Termination Date by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectivelyForm annexed hereto, duly completed and executed, at the principal 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) 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, specifying the portion holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be exercised and accompanied by payment in full of the Warrant Price (a) in cash or by certified check with respect delivered to the Warrant Shares being purchased or Holder hereof within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately 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 shares for all purposes, as of the date this Warrant has been exercised by payment to, and receipt thereof by, the Company of the Exercise Price and all taxes required to be paid by Holder, if any, pursuant to Section 5 herein prior to the close issuance of business on such shares. If this Warrant shall have been exercised in part, the date Company shall, at the time of its surrender 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 exercise as provided aboveby this Warrant, and which new warrant shall in all other respects be identical with this Warrant. The warrants may also be exercisable by means of a "cashless exercise" in which the Person Holder shall be entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as shares equal to which the Holder exercises this Warrantquotient obtained by dividing [(A-B) (X)] by (A), determined by multiplying where: (A) = the weighted average of the closing trading prices per share of Common Stock on the three trading days preceding the date of such election on the principal trading market, in terms of volume; (B) = the Exercise Price of the Warrants; and (X) = the number of Warrant Shares as to which shares issuable upon exercise of the warrants in accordance with the terms of this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisewarrant.”

Exercise of Warrant. Subject to the conditions set forth Except as provided in Section 1 hereof4 herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time prior to its termination or times on or after the Initial Exercise Date and before the close of business on the Termination Date. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant, together with Warrant and the Notice of Exercise and the Investment Representation Statement in the forms attached Form annexed hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal 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) 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, specifying the portion holder of this Warrant shall be entitled to be exercised and accompanied by payment in full receive delivery of the Warrant Price (a) number of shares of Common Stock so purchased through the Depository Trust Company DWAC system, if possible, or in cash the form of one or by certified check with respect more certificates. Shares purchased hereunder shall be delivered to the Warrant Shares being purchased or holder hereof within three (b3) by written direction of Trading Days after the Company to cancel a portion of date on which this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised immediately and such 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 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 Holder, if any, pursuant to Section 5 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 issuable upon exercise shall be treated for all purposes as the holder issuance of such shares of record as of the close of business on such dateshares, have been paid. As promptly as practicable after such dateIf this Warrant shall have been exercised in part, the Company shall issue and deliver to shall, at the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number time of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender delivery of the Warrant upon such exerciseShares, the Company shall execute and deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, dated which new Warrant shall in all other respects be identical with this Warrant. If a registration statement is not effective for the date hereof, evidencing the right of the Holder to the balance resale of the Warrant Shares purchasable hereunder upon (unless the same terms and conditions set forth herein. In lieu of payment sale of the Warrant Price Shares are not otherwise restricted under the Securities Act) at any time after one year from the date of this Warrant, this Warrant may also be exercised by means of a "cashless exercise" in cash, which the Holder may direct the Company shall be entitled to cancel receive a portion of this Warrant having a value equal to the Warrant Price certificate for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount shares equal to the difference between quotient obtained by dividing [(iA-B) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment X)] by such cancellation is referred to herein as “cashless exercise.”(A), where:

Exercise of Warrant. Subject to the conditions set forth in Section 1 hereof, this (a) This Warrant may be exercised in whole at any time or in part from time to time, during the period commencing on [ , 1999] and ending prior to its termination 5:00 P.M., New York City time, on [ , 2004] (such period, the "Exercise Period"), by the Holder by the surrender of this WarrantWarrant (with the subscription form at the end of this Warrant duly executed) at the address set forth in Section 10(a) hereof, together with proper payment of the Notice of Exercise and Aggregate Warrant Price, or the Investment Representation Statement 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 forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office order of the Company, specifying the portion of . If this Warrant to is exercised in part, this Warrant must be exercised and accompanied by payment in full for a number of whole shares of the Common Stock, and the Holder is entitled to receive a new Warrant Price (a) in cash or by certified check with respect to covering the Warrant Shares being purchased or (b) by written direction in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Company Aggregate Warrant Price applicable to cancel a portion such Warrant Shares. Upon such exercise and surrender of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such dateWarrant, the Company shall will (i) issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if in the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right name of the Holder to for the balance largest number of whole shares of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as Common Stock to which the Holder exercises this Warrantshall be entitled and, determined by multiplying the number of Warrant Shares as to which if this Warrant is directed exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall be cancelled by entitled, pay to the Holder cash in an amount equal to the difference between fair value of such fractional share (idetermined in such reasonable manner as the Board of Directors of the Company shall determine) the Fair Market Value on the date of exercise and (ii) deliver the other securities and properties receivable upon the exercise of this Warrant, or the proportionate part thereof if this Warrant Price then is exercised in effect. Payment by such cancellation is referred part, pursuant to herein as “cashless exercisethe provisions of this Warrant.”

Exercise of Warrant. Subject to the terms and conditions set forth in Section 1 hereofherein, the Holder may exercise this Warrant on or after February 3, 2009 and no later than February 2, 2012. If registered on Form S-3, the Company may be exercised require the Holder to exercise the Warrant if the close price is $.20 per share for five trading days. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at any time prior to its termination principal office, with the Warrant Exercise Form, attached hereto as Appendix A, duly executed by the surrender Holder and accompanied by payment in cash or by check, payable to the order of the Company, of the aggregate Exercise Price for the total aggregate number of securities for which this Warrant is exercised or a cashless exercise at the sole decision of the Holder. The Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” Upon receipt by the Company of this Warrant, together with the Notice of executed Warrant Exercise Form and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office payment of the CompanyExercise Price, specifying if any, for the portion securities to be acquired, in proper form for exercise, and subject to the Holder’s compliance with all requirements of this Warrant to be exercised and accompanied by payment in full of for the Warrant Price (a) in cash or by certified check with respect to exercise hereof, the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant Holder 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares Stock issuable upon such exercise. If , notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such securities shall not then be actually delivered to the Holder; provided, however, that no exercise of this Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exerciseeffective, promptly after surrender of the Warrant upon such exercise, and the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of have no obligation to issue any Warrant Stock to the Holder to the balance upon any attempted exercise of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Warrant Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying unless the number of Warrant Shares Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to which this Warrant provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act and applicable state securities laws, including without limitation representations that the exercising Holder is directed an “accredited investor” as defined in Regulation D under the Securities Act and that the Holder is familiar with the Company and its business and financial condition and has had an opportunity to be cancelled by an amount equal ask questions and receive documents relating thereto to the difference between (i) the Fair Market Value on the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisehis reasonable satisfaction.”

Exercise of Warrant. (a) Mechanics of Exercise, Subject to the terms and conditions set forth in Section 1 hereof, the rights represented by this Warrant may be exercised in whole or in part at any time prior to its termination or times during the Exercise Period by the surrender delivery of this Warranta written notice, together with the Notice of Exercise and the Investment Representation Statement in the forms form attached hereto as Attachments 1 and 2Exhibit A (the “Exercise Notice”), respectively, duly completed and executed, at the principal office of the Company, specifying Holder’s election ta exercise this Warrant. The Holder shall not be required to deliver the portion original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant to be exercised and accompanied by payment resulting in full purchases of the Warrant Price (a) in cash or by certified check with respect to the Warrant Shares being purchased or (b) by written direction of the Company to cancel a portion of this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 7. 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 issuable upon exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender available hereunder shall have the effect of lowering the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right outstanding number of the Holder to the balance of the Warrant Shares purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value an amount equal to the applicable number of Warrant Shares purchased. On or before the third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price for multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder exercises or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this WarrantWarrant has been exercised, determined by multiplying irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is directed exercised. If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be cancelled by deemed an amount event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the difference between value of this Warrant determined in the manner described below (ior of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Fair Market Value on Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Warrant Shares to be issued to Holder. Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of exercise and (ii) the Warrant Price then in effect. Payment by such cancellation is referred to herein as “cashless exercisecalculation).”