Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to 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 the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase rights for of the shares as to which the Warrant Shares represented by this is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant may be made, in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any time applicable issue or times on or after transfer taxes), cause to be issued in the Initial Exercise Date name of and on or before the Termination Date by delivery delivered to the Company (Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such other office or agency holder is entitled upon exercise of the Company as it may designate Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by notice in writing to the registered Holder at Current Value of one full share of Common Stock on the address date of exercise. Certificates for shares of Common Stock issuable by reason of the Holder appearing on the books exercise of the Company) of a duly executed Notice of Exercise in the form annexed hereto Warrant or Warrants shall be dated and shall be effective as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice surrendering of Exercise the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is delivered exercised as to less than the Company if the Notice aggregate amount of Exercise is received after 12 p.m. EST on all shares of Common Stock issuable upon exercise of all Warrants held by such day)person, the Company shall have received payment of issue a new Warrant to the aggregate Exercise Price holder of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to so exercised covering the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total aggregate number of Warrant Shares available hereunder shall have the effect shares of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal Common Stock as to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofwhich Warrants remain unexercised.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to 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 the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price of to the Company for the Warrant Shares thereby purchased specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant (a) The Warrants may be made, exercised in whole or in part, at any time or times on from time to time, during the Exercise Period, by (i) presentation and surrender to the Company at its address set forth in Section 10 of this Warrant Certificate with the Election To Exercise, attached hereto as Exhibit A, duly completed and executed, and (ii) payment of the Exercise Price, for the number of Warrants being exercised by either: (1) bank draft or after cashiers check, or (2) provided that the Initial Exercise Date Company receives at least 5 days prior notice and on or before the Termination Date by subject to Section 1(d), delivery to the Company (or such other office or agency of certificate(s) representing a number of shares of Preferred Stock having an aggregate Preferred Value equal to the aggregate Exercise Price for the number of Warrants being exercised. If the aggregate Preferred Value of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be Preferred Stock delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price exceeds (because of fractional shares) the aggregate Exercise Price for the number of Warrants being exercised; then (subject to Section 1(d)) the Company will promptly pay to the holder of the Warrants in cash such excess amount; provided that such excess amount shall in no event be more than the Preferred Value of one share of Preferred Stock. If the holder of this Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on Certificate at any time exercises less than all the Warrants, the Company shall issue to such a United States bankholder a warrant certificate identical in form to this Warrant Certificate, unless such exercise is made pursuant but evidencing a number of Warrants equal to the cashless exercise procedure specified in Section 2(c) below (if available)number of Warrants originally represented by this Warrant Certificate less the number of Warrants previously exercised. No ink-original Notice Likewise, upon the presentation and surrender of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered this Warrant Certificate to the Company pursuant to this at its address set forth in Section 2(a)10 and at the request of the holder, the legal capacity and competency of all natural persons signing any Notice of Exercise so deliveredCompany will, without expense, at the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity option of the original of such Notice of Exercise. Notwithstanding anything herein holder, issue to the contrary, the Holder shall not be required to physically surrender holder in substitution for this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder Certificate one or more warrant certificates in identical form and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total an aggregate number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount Warrants equal to the applicable number of Warrants evidenced by this Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCertificate.

Exercise of Warrants. (a) Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price (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 the such Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may ). Certificates for shares purchased hereunder shall be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two Holder within five (25) Trading Days of from the date said Notice of Exercise is delivered delivery to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)Form, the Company shall have received surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and date the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant by payment to the Company for cancellation within three (3) Trading Days of the date Exercise Price and all taxes required to be paid by the final Notice of Exercise is delivered Holder, if any, pursuant to Section 5 prior to the Companyissuance of such shares, have been paid in full. Partial exercises of this Warrant resulting in purchases of a portion of If the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal Company fails to deliver to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of certificate or certificates representing the Warrant Shares hereunder, or indicating the number issuance of such Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofstock ledger of the Company maintained by the Company or its transfer agent pursuant to this Section 3(a) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

Exercise of Warrants. a. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to 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 the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered made upon delivery to the Company pursuant to Section 10, of (i) this Section 2(a)Warrant; (ii) a duly completed and executed election notice, in the legal capacity form attached hereto (the “Election Notice”) and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity (iii) payment of the original Exercise Price. Payment of such Notice of Exercise. Notwithstanding anything herein to the contrary, Exercise Price may be made at the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all option of the Warrant Shares available hereunder and the Warrant has been exercised Holder either (a) in fullcash, in which case, the Holder shall surrender this Warrant wire transfer or by certified or official bank check payable to the Company for cancellation within three (3) Trading Days order of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount Company equal to Exercise Price per share in effect at the applicable number time of Warrant Shares purchased. The Holder and the Company shall maintain records showing exercise multiplied by the number of Warrant Shares purchased and specified in the date of such purchasesElection Notice, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contraryor (b) through a cashless exercise provided in Section 5(b) below. The Company shall deliver any objection promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to any Notice be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise within two (2) Business Days of receipt of such noticethis Warrant. The All Warrant Shares delivered to the Warrant Holder and any assigneethe Company covenants, by acceptance shall upon due exercise of this Warrant, acknowledge be duly authorized, validly issued, fully paid and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofnon-assessable.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented The Warrants evidenced by this Warrant Certificate may be made, exercised in whole or in partpart upon surrender to the Company, at any time or times on or after its Office, of this Warrant Certificate, with the Initial Exercise Date Purchase Form attached hereto duly completed and on or before the Termination Date by delivery signed, and upon payment to the Company (or such other office or agency of the Company as it may designate by notice Exercise Price for the number of Warrant Shares in writing to the registered Holder at the address respect of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement)such Warrants are then exercised. Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment Payment of the aggregate Exercise Price shall be at the option of the Warrant Shares thereby purchased Holder in cash or by wire transfer or cashier’s bank check drawn on a United States bank, unless such exercise is made pursuant payable to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice order of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant or a combination thereof. Subject to this Section 2(a)3 hereof, upon the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion Certificate, with the Purchase Form duly executed and payment of the total number of Warrant Shares available 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 Exercise Price as aforesaid, the Company shall maintain records showing cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares purchased and so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of such purchasesthe surrender of this Warrant Certificate and payment of the Exercise Price, and the Company as aforesaid. The rights of purchase represented by this Warrant Certificate shall be entitled to conclusively assume that its records exercisable, at the election of the number of Warrant Shares purchased and the date of such purchases are accurateHolder, absent actual notice either in full at any time or from time to time in part prior to the contraryExpiration Date. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The In the event that the Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of Warrant Certificate shall exercise fewer than all the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Warrants evidenced hereby at any given time may prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be less than the amount stated on the face hereofissued.

Exercise of Warrants. Exercise (a) Subject to the last paragraph of this Section 1, the purchase rights for Warrant Shares represented by this Warrant Warrants evidenced hereby may be madeexercised, in whole or in part, by the Holder hereof at any time or times from time to time, on or after the Initial Exercise date hereof and prior to the Expiration Date and on or before the Termination Date by upon delivery to the Company (or such other at the principal executive office or agency of the Company as it may designate in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by notice in writing any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the registered Holder at the address of the Holder appearing on the books order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a duly executed Notice Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant delivery to the notice provisions set forth in surrendering Holder of such number of shares of Common Stock equal to the Purchase Agreement). Within two (2) Trading Days number of shares of the Common Stock for which such Warrant is exercisable as of the date said Notice of exercise (if the Exercise is delivered Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the Company quotient obtained by dividing (or within three (3x) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant Shares thereby purchased Warrant; or (iv) by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice delivery of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity shares of the original of such Notice of Exercise. Notwithstanding anything herein to Common Stock having a value (as defined by the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3next sentence) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 aggregate Exercise Price to be paid, that are either held by the Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of or are acquired in connection with such purchasesexercise, and without payment of the Company Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be entitled deemed to conclusively assume that its records have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contraryWarrants. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase An exercise of a portion Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofExercise Documentation."

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this A Warrant may be madeexercised upon surrender of the certificate or certificates evidencing the Warrants to be exercised, together with the form of election to purchase on the reverse thereof duly filled in whole and signed, which signature shall be guaranteed by a bank or trust company or a broker or dealer which is a member of the National Association of Securities Dealers, Inc., to the Company at its principal office (or if appointed, the principal office of the Warrant Agent) and upon payment of the Warrant Price (as defined in part, at any time or times on or after and determined in accordance with the Initial Exercise Date provisions of Sections 9 and on or before the Termination Date by delivery 10 hereof) to the Company (or such other office or agency of the Company as it may designate by notice in writing if appointed, to the registered Holder at Warrant Agent for the address of the Holder appearing on the books account of the Company) ), for the number of a duly executed Notice Warrant Shares in respect of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement)such Warrants are then exercised. Within two (2) Trading Days Payment of the date said Notice aggregate Warrant Price (defined in Section 9 herein) shall be made in cash or by certified or bank cashier's check. Subject to Section 6 hereof, upon the surrender of Exercise is delivered to the Warrant and payment of the Warrant Price as aforesaid, the Company (or within three (3if appointed, the Warrant Agent) Trading Days shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrant, together with cash, as provided in Section 11 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date said Notice of Exercise is delivered to the Company if the Notice surrender of Exercise is received after 12 p.m. EST on such day), the Company shall have received Warrants and payment of the aggregate Exercise Price Warrant Price, as aforesaid. The rights of purchase represented by the Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a certificate evidencing the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified exercised in Section 2(c) below (if available). No ink-original Notice respect of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased less than all of the Warrant Shares available hereunder purchasable on such exercise at any time prior to the date of expiration of the Warrant, a new certificate evidencing the unexercised portion of the Warrant will be issued, and the Warrant has been exercised in full, in which case, Agent (if so appointed) is hereby irrevocably authorized to countersign and to deliver the Holder shall surrender this required new Warrant certificate or certificates pursuant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraphSection and Section 3 hereof, following and the purchase of a portion Company, whenever required by the Warrant Agent (if appointed), will supply the Warrant Agent with Warrant certificates duly executed on behalf of the Warrant Shares hereunder, the number of Warrant Shares available Company for purchase hereunder at any given time may be less than the amount stated on the face hereofsuch purpose.

Exercise of Warrants. (a) During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all of the purchase rights for Warrants evidenced by its Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Certificate(s) by: (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with written notice (in the form attached to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or such other office or agency credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, and (ii) paying to the Warrant Agent for the account of the Company as it may designate by notice the aggregate Exercise Price for the number of Warrant Shares in writing respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the registered Holder at the address Warrant Agent and tender of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price is made. Payment of the Warrant Shares thereby purchased aggregate Exercise Price shall be made (1) by wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or cashier’s official bank check drawn on a or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in lawful money of the United States bankof America), unless such exercise is made or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)formula below. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled In the event that a Holder elects to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity make payment of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically aggregate Exercise Price by surrender this Warrant to the Company until the Holder has purchased all of the right to receive Warrant Shares available hereunder and the Warrant has been exercised as provided in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three subsection (3) Trading Days of the date preceding sentence, the final Notice number of Exercise is delivered Warrant Shares issuable to such Holder shall be calculated as follows: X = Y(A-B) A Where: X = Y = A = B = the Company. Partial exercises number of this Warrant resulting in purchases of a portion of Shares to be issued to such Holder upon exercise (subject to Section 9); the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal pursuant to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of being exercised (or, if such Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderis being exercised only in part, the number of Warrant Shares available for purchase hereunder at any given time may be less than which it is being exercised); the amount stated on Trading Price of a share of Common Stock determined as of the face hereofdate of exercise; and the then-current Exercise Price.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to 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 the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price of to the Company for the Warrant Shares thereby purchased specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. Exercise At any time and from time to time on and after ____________, 1998 and expiring on __________, 2002 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase rights for of the shares as to which the Warrant Shares represented by this is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant may be made, in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any time applicable issue or times on or after transfer taxes), cause to be issued in the Initial Exercise Date name of and on or before the Termination Date by delivery delivered to the Company (Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such other office or agency holder is entitled upon exercise of the Company as it may designate Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by notice in writing to the registered Holder at Current Value of one full share of Common Stock on the address date of exercise. Certificates for shares of Common Stock issuable by reason of the Holder appearing on the books exercise of the Company) of a duly executed Notice of Exercise in the form annexed hereto Warrant or Warrants shall be dated and shall be effective as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice surrendering of Exercise the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is delivered exercised as to less than the Company if the Notice aggregate amount of Exercise is received after 12 p.m. EST on all shares of Common Stock issuable upon exercise of all Warrants held by such day)person, the Company shall have received payment of issue a new Warrant to the aggregate Exercise Price holder of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to so exercised covering the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total aggregate number of Warrant Shares available hereunder shall have the effect shares of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal Common Stock as to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofwhich Warrants remain unexercised.

Exercise of Warrants. (a) During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all of the purchase rights for Warrants evidenced by its Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Certificate(s) by: (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with written notice (in the form attached to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or such other office or agency credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, and (ii) paying to the Warrant Agent for the account of the Company as it may designate by notice the aggregate Exercise Price for the number of Warrant Shares in writing respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the registered Holder at the address Warrant Agent and tender of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price is made. Payment of the Warrant Shares thereby purchased aggregate Exercise Price shall be made (1) by wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or cashier’s official bank check drawn on a or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in lawful money of the United States bankof America), unless such exercise is made or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)formula below. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled In the event that a Holder elects to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity make payment of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically aggregate Exercise Price by surrender this Warrant to the Company until the Holder has purchased all of the right to receive Warrant Shares available hereunder and the Warrant has been exercised as provided in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three subsection (3) Trading Days of the date preceding sentence, the final Notice number of Exercise is delivered Warrant Shares issuable to such Holder shall be calculated as follows: X = Y(A-B) Where: X = the Company. Partial exercises number of this Warrant resulting in purchases of a portion of Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal pursuant to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of being exercised (or, if such Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderis being exercised only in part, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.which it is being exercised);

Exercise of Warrants. Exercise At any time and from time to time after the date hereof and expiring on the fifth anniversary of the purchase rights for Warrant Shares represented by effective date of this Warrant Agreement at 5:00 p.m., Central Standard Time, Warrants may be madeexercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached to each Warrant Certificate and by payment to the Company as set forth in the Warrant Certificate in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at 000 Xxxxx Xxxxxx Xxxxxx, Suite 1704, Oklahoma City, Oklahoma 73102, Attention: President. Upon the exercise of a Warrant, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company will, within ten (or such other office or agency of 10) days thereafter, at its expense (including the payment by the Company as it may designate by notice in writing of any applicable issue or transfer taxes), cause to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise be issued in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days name of the date said Notice of Exercise is and delivered to the Company (holder a certificate or within three (3) Trading Days certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof, such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value (as hereafter defined) of one full share of Common Stock on the date said Notice of Exercise exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as the date of the surrendering of the certificates for the shares so purchased. In the event a Warrant is delivered exercised, as to less than the Company if the Notice aggregate amount of Exercise is received after 12 p.m. EST on all shares of Common Stock issuable upon exercise of all Warrants held by such day)person, the Company shall have received payment of issue a new Warrant to the aggregate Exercise Price holder of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to so exercised covering the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total aggregate number of Warrant Shares available hereunder shall have the effect shares of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal Common Stock as to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofwhich Warrants remain unexercised.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant The Warrants may be madeexercised by the Warrant holder in whole, in whole or in part, by surrender of the Warrant Certificate at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to office of the Company (or such other office or agency of the Company as it may designate be designated by notice in writing to the registered Holder Warrant holder at the address of the Holder such Warrant holder appearing on the books of the Company) with the subscription form attached hereto duly completed, at any time within the period beginning on the date hereof and expiring at 5:00 p.m. Houston, Texas time, on December 16, 2007 (the "Exercise Period") and by payment to the Company by certified check or bank draft of a duly executed Notice the Exercise Price for such shares. The Company agrees that the shares of Exercise in Common Stock so purchased shall be and are deemed to be issued to the form annexed hereto Warrant holder as Exhibit A (the record owner of such shares of Common Stock as of the close of business on the date on which may be delivered in a .PDF format via electronic mail the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to the notice provisions set forth in the Purchase AgreementSection 4(f). Within two (2) Trading Days of the date said Notice of Exercise is , shall be delivered to the Company (or within three (3) Trading Days Warrant holder promptly, and, unless the Warrants have expired, a new Warrant Certificate representing the number of Warrants represented by the date said Notice of Exercise is surrendered Warrant Certificate, if any, that shall not have been exercised also shall be delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on Warrant holder within such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftime.

Exercise of Warrants. Exercise Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right to purchase from the Company, and the Company shall issue and sell to such registered holder, the number of fully paid and nonassessable shares of Common Stock of the Company specified in the Warrants, upon surrender to the Company at the office of the Warrant Agent of such Warrants, with the form of election to purchase rights for the Warrants filled out and signed, and upon payment to the Company of the Warrant Shares represented by this Price, as specified herein. Any Warrant may be made, exercised in whole or in part. In the event of exercise in part, the Warrant Agent shall issue and deliver to the Warrant Holder another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of Warrants shall be in cash or by certified check to the order of the Company. Warrants may be exercised for a period of three years beginning at any time the Closing of the Offering, provided that the transaction is registered under the Securities Act of 1933 or times on or after the Initial Exercise Date and on or before the Termination Date is exempt from such registration. Warrant Agent shall submit each request to exercise by delivery Warrant Holders to the Company (to determine whether there is an applicable registration or exemption from such other office or agency registration for the exercise of the warrant. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of any Warrant. Subject to Section 5, hereof, upon surrender of Warrants and payment of the Warrant Price, the Company as it may designate by notice in writing shall issue and cause to be delivered with all reasonable dispatch to, or upon the written order of the registered Holder at holder of Warrants exercised, and in such name or names as the address holder shall designate, a certificate or certificates representing the shares so purchased, together with cash, as provided in Section 11, hereof, in respect of the Holder appearing on the books of the Company) any fraction of a duly executed Notice share of Exercise in the form annexed hereto Common Stock otherwise issuable upon surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to surrender of the Company (Warrants, and the payment of the Warrant Price; provided, however, that if, at the date of surrender of such Warrants and the payment of such Warrant Price, the transfer books for the Common Stock or within three (3) Trading Days other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date said Notice of Exercise is delivered to which such books shall be opened, whether before, on, or after 5:00 p.m., Utah time, on the Company if respective dates of expiration of the Notice of Exercise is received after 12 p.m. EST on Warrants, and until such day)date, the Company shall have received payment no obligation or duty to deliver any certificate for such shares; provided, further, however, that the transfer books, unless otherwise required by law or applicable rule of any national securities exchange, or bylaw of the aggregate Exercise Price Company, shall not be closed at any one time for a period in excess of 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless Company for such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredpurpose. The Company shall pay all taxes and other governmental charges (other than income tax) that may be entitled to conclusively assume imposed in respect of the genuineness issue or delivery of the shares issued upon the exercise of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contraryWarrants. The Company shall deliver not be required, however, to pay any objection to tax or other charge imposed in connection with any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason transfer involved in the issue of the provisions any certificate for shares in any name other than that of this paragraph, following the Warrant Holder surrendered in connection with the purchase of a portion of such shares, and in such case neither the Company nor the Warrant Shares hereunder, Agent shall be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCompany’s satisfaction that no tax or charge is due.

Exercise of Warrants. Exercise Subject to the terms of this Agreement, the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in partholder shall have the right, at any time or times and from time to time after December 31, 2000 until 5:00 p.m., Pacific Time, on or after September 17, 2009, to purchase from the Initial Exercise Date and on or before the Termination Date by delivery Company up to the Company number of fully paid and nonassessable shares of Warrant Securities to which the Warrant holder may at the time be entitled to purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the Warrant (or such other office or agency a copy thereof) to the Company, together with the Exercise Form duly completed and executed and payment in the aggregate amount equal to the Exercise Price multiplied by the number of shares of Common Stock being purchased. At the option of Holder, payment of the Company as it Exercise Price may designate be made either by notice in writing (i) personal or business check payable to the registered Holder at the address of the Holder appearing on the books order of the Company, (ii) surrender of a duly executed Notice certificates then held representing that number of shares which has an aggregate Fair Value determined in accordance with this Agreement on the date of exercise equal to the aggregate Exercise in the form annexed hereto as Exhibit A (which may Price for all shares to be delivered in a .PDF format via electronic mail purchased pursuant to the notice provisions set forth Warrant, (iii) by a promissory note bearing interest at six percent (6%) per annum and payable in five equal annual installments commencing on the Purchase Agreement)first anniversary of the exercise of the Warrant, or (iv) by any combination of the foregoing methods. The Holder of Common Stock issued in exchange for a promissory note as contemplated in clause (iii) above shall have no voting rights, dividend rights or liquidation rights pursuant to Section VI hereof or any other rights until payments are made on the promissory note, at which time such rights shall be deemed to have accrued on the whole number of shares paid for at the Exercise Price by each principal payment on the promissory note. If the Holder of Common Stock issued in exchange for a promissory note defaults in payment of such note, upon 30 days written notice, the Company shall forthwith cancel the Common Stock so issued which has not been paid for, and, until such time as the Holder shall have paid the promissory note in full, the Company will not be obligated to reissue such shares of Common Stock. All shares paid for with a promissory note will bear a legend to the foregoing effect. Within two (2) Trading Days ten business days of the date said Notice Company's receipt of Exercise is delivered to the Company Warrant (or within three a copy thereof), the completed and signed Exercise Form and the requisite payment (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such dayany), the Company shall have received payment issue and deliver (or cause to be delivered) to the exercising Holder stock certificates aggregating the number of shares of Warrant Securities purchased. In the aggregate Exercise Price of event the Company fails to deliver or cause to be delivered to the Holder such certificates (without legend or restriction if such Warrant Securities are then registered pursuant to the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankAgreement) within such ten business day period, unless such exercise failure is made pursuant based on an order of a court of competent jurisdiction or a governmental agency or an Exchange or other market on which the Company's securities are listed or traded (provided such order is not a result of action or inaction of the Company), simultaneously with the late delivery of such certificate, the Company shall pay to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number product of Warrant Shares purchased. The Holder (x) the last sale price on the date the certificates are properly issued and delivered to the Company shall maintain records showing Holder, less the last sale price on the date of the Exercise Form, multiplied by (y) the number of shares of Warrant Shares Securities purchased and as set forth in the date Exercise Form (the "Delay Damages"). In the event the Company restricts or delays the transfer or clearance of such purchasescertificates by the Holder (whether by stop transfer order, and unreasonable delay or otherwise), unless such action is based on an order of a court of competent jurisdiction or a governmental agency or an Exchange or other market on which the Company shall be entitled to conclusively assume that its records Company's securities are listed or traded (provided such order is not a result of action or inaction of the number of Warrant Shares purchased and the date of such purchases are accurateCompany), absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.the

Exercise of Warrants. Exercise (a) Each of Warrant A and Warrant B may be exercised at any time or from time to time until the tenth (10th) anniversary of the purchase rights Original Closing Date, Warrant C may be exercised at any time or from time to time until the tenth (10th) anniversary of the First Amendment Closing Date, Warrant D may be exercised at any time or from time to time until the tenth (10th) anniversary of the Second Amendment Closing Date, and Warrant E may be exercised at any time or from time to time until the tenth (10th) anniversary of the First Restatement Closing Date; each of the foregoing may be exercised on any day that is a Business Day, for all or any part of the number of Issuable Warrant Shares represented by this Warrant may be madepurchasable upon its exercise. In order to exercise its Warrant, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Holder will deliver to 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 the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased designated by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a)6.06, (i) a written notice of such Holder's election to exercise its Warrant, which notice will specify the number of Issuable Warrant Shares to be purchased pursuant to such exercise, (ii) payment of the Exercise Price, in an amount equal to the aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (iii) the Warrant. Such notice will be substantially in the form of the Subscription Form appearing at the end of the Warrants. Upon receipt of such notice, the legal capacity Company will, as promptly as practicable, and competency in any event within ten (10) business days, execute, or cause to be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of all natural persons signing any Notice full shares of Exercise so deliveredCommon Stock and Other Securities issuable upon such exercise, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise as provided in this Agreement. The stock certificate or certificates so delivered will be in such denominations as certifiedmay be specified in such notice and will be registered in the name of such Holder, authenticatedor, conformedsubject to compliance with transfer and registration requirements under applicable federal and state securities laws, photostaticsuch other name as designated in such notice. A Warrant will be deemed to have been exercised, facsimilesuch certificate or certificates will be deemed to have been issued, and such Holder or electronic any other Person so designated or named in such notice will be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the Exercise Price and the authenticity of Warrant is received by the original of such Notice of ExerciseCompany. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and If the Warrant has been exercised in full, in which casepart, the Company will, at the time of delivery of such certificate of certificates, deliver to such Holder shall surrender this a new Warrant evidencing the rights of such Holder to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 the Company shall maintain records showing purchase the number of Issuable Warrant Shares purchased with respect to which the Warrant has not been exercised, which new Warrant will, in all other respects, be identical with the Warrants, or, at the request of such Holder, appropriate notation may be made on the original Warrant and the date of original Warrant returned to such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofHolder.

Exercise of Warrants. Exercise Subject to the last paragraph of this Section 1, the purchase rights for Warrant Shares represented by this Warrant Warrants evidenced hereby may be madeexercised, in whole or in part, by the registered Holder hereof at any time or times on or from time to time after sixty (60) days from the Initial Exercise Date and Issue Date, but on or before 5:00 p.m., New York City time, on the Termination Date by Warrant Expiration Date, upon delivery to the Company (or such other at the principal executive office or agency of the Company as it may designate in the United States of America, of (a) this Warrant Certificate, (b) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which such Holder wishes the certificate or certificates for shares of Common Stock to be issued and (c) payment of the Exercise Price for the shares of Common Stock issuable upon exercise of such Warrants, which shall be payable by notice in writing any one or any combination of the following: (i) cash, (ii) certified or official bank check payable to the registered Holder at the address of the Holder appearing on the books order of the Company, (iii) by the surrender (which surrender shall be evidenced by cancellation of the relevant number of Warrants represented by any Warrant certificate presented in connection with a Cashless Exercise (as defined below)) of a duly executed Notice Warrant or Warrants (represented by one or more relevant Warrant certificates), and without the payment of the Exercise Price in cash, in return for the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant delivery to the notice provisions set forth in surrendering Holder of such number of shares of Common Stock equal to the Purchase Agreement). Within two (2) Trading Days number of shares of Common Stock for which such Warrant is exercised as of the date said Notice of exercise (if the Exercise is delivered Price were being paid in cash) reduced by that number of shares of Common Stock equal to the Company number of shares for which such Warrant is exercised multiplied by a fraction, the numerator of which is (or within three A) the Exercise Price and the denominator of which is (3B) Trading Days the Market Price of one share of Common Stock on the Business Day that immediately precedes the day of exercise of the date said Notice Warrant or (iv) by the delivery of Exercise is delivered to shares of Common Stock that are valued at the Company if Market Price on the Notice Business Day immediately preceding the day of Exercise is received after 12 p.m. EST on the exercise of the Warrant that are either held by the Holder or are acquired in connection with such day)exercise, the Company shall have received and without payment of the aggregate Exercise Price in cash. Any share of Common Stock delivered as payment of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified Exercise Price in Section 2(cconnection with an In–Kind Exercise (as defined below) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled deemed to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of have a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount value equal to the applicable number Market Price of one share of Common Stock on the Business Day that immediately precedes the day of exercise of the Warrant. An exercise of a Warrant Shares purchasedin accordance with clause (iii) is herein referred to as a “Cashless Exercise” and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an “In–Kind Exercise.” The documentation and consideration, if any, delivered in accordance with clauses (a), (b) and (c) of this paragraph above are collectively referred to herein as the “Warrant Exercise Documentation.” For the purposes of this Section 1, Market Price shall be calculated without reference to the last sentence of the definition thereof. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchasesAs promptly as practicable, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver in any objection to any Notice of Exercise event within two (2) Business Days of after receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderExercise Documentation, the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock issuable in connection with such exercise, and if less than the full number of Warrants evidenced hereby are being exercised, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised or surrendered; provided, however, that no new Warrant Certificate need be delivered if the Warrant Expiration Date has occurred. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. The Company shall pay all expenses in connection with, and all taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock in any name other than that of the registered Holder of the Warrants evidenced hereby. In connection with the exercise of any Warrants evidenced hereby, at the Company’s option, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company may elect to pay a cash adjustment in respect of such fractional interest in an amount equal to any such fractional interest multiplied by the current Market Price per share of Common Stock on the Business Day that precedes the day of exercise. If more than one such Warrant shall be exercised by the Holder thereof at the same time, the number of Warrant Shares available for purchase hereunder at any given time may full shares of Common Stock issuable on such exercise shall be less than the amount stated computed on the face hereofbasis of the total number of Warrants so exercised.

Exercise of Warrants. (a) During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all of the purchase rights for Warrants evidenced by its Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Certificate(s) by: (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with written notice (in the form attached to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or such other office or agency credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, and (ii) paying to the Warrant Agent for the account of the Company as it may designate by notice the aggregate Exercise Price for the number of Warrant Shares in writing respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the registered Holder at the address Warrant Agent and tender of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price is made. Payment of the Warrant Shares thereby purchased aggregate Exercise Price shall be made (1) by wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or cashier’s official bank check drawn on a or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in lawful money of the United States bankof America), unless such exercise is made or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)formula below. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled In the event that a Holder elects to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity make payment of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically aggregate Exercise Price by surrender this Warrant to the Company until the Holder has purchased all of the right to receive Warrant Shares available hereunder and the Warrant has been exercised as provided in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three subsection (3) Trading Days of the date preceding sentence, the final Notice number of Exercise is delivered Warrant Shares issuable to such Holder shall be calculated as follows: Where: X = the Company. Partial exercises number of this Warrant resulting in purchases of a portion of Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal pursuant to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of being exercised (or, if such Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderis being exercised only in part, the number of Warrant Shares available for purchase hereunder at any given time may be less than which it is being exercised); A = the amount stated on Trading Price of a share of Common Stock determined as of the face hereofdate of exercise; and B = the then-current Exercise Price.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant A. The Warrants may be madeexercised by the Holder, in whole or in partpart (but not as to a fractional share of Common Stock), by surrender of this Warrant Certificate at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other principal office or agency of the Company at 42 Broadway, Suite 1100-26, New Yoxx, XX 00000 (xx xxxx xxxxx xxxxxx xx xxxxxx xx the Company as it may designate be designated by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company), with the appropriate form attached hereto duly exercised, at any time within the period beginning on the date described in Section1B hereof and expiring at 5:00PM on the "Expiration Date" (defined below) (the "Exercise Period") and by payment to the Company by certified check or bank draft of a duly executed Notice the purchase price for such shares. The Company agrees that the shares of Exercise in Common Stock so purchased shall be and are deemed to be issued to the form annexed hereto Holder as Exhibit A (the record owner of such shares of Common Stock as of the close of business on the date on which may be delivered in a .PDF format via electronic mail the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is Section 2E, shall be delivered to the Company Holder promptly and in no event later than ten (or within three (310) Trading Days days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate representing the number of Warrants represented by the date said Notice of Exercise is surrendered Warrant Certificate, if any, that shall not have been exercised shall also be delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on Holder within such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftime.

Exercise of Warrants. Exercise At any time and from time to time on and after the first anniversary of the purchase rights for Warrant Shares represented by date hereof and expiring on the fifth anniversary of the effective date of this Warrant Agreement at 5:00 p.m., Central Standard Time, Warrants may be madeexercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at 0000 Xxxxxxxxx Xxx, Xxxxxxxx Xxxx, Xxxxxxxx, 00000, Attention: President. Warrants may also be exercised from time to time, without any payment required for the purchase of the shares as to which the Warrant is being exercised, as to all or any portion of the number of shares of Common Stock covered by the Warrant(s) by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares, pursuant to which the holder thereof will be entitled to receive upon such surrender of the Warrant(s) (and without any further payment) that number of shares of Common Stock equal to the product of the number of shares of Common Stock obtainable upon exercise of the Warrant(s) (or the portion thereof as to which the exercise relates ) multiplied by a fraction: (i) the numerator of which shall be the difference between the then Current Value (as hereinafter defined) of one full share of Common Stock on the date of exercise and the Exercise Price, and (ii) the denominator of which shall be the Current Value of one full share of Common Stock on the date of exercise. Upon the exercise of a Warrant in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company will within five (or such other office or agency of 5) days thereafter, at its expense (including the payment by the Company as it may designate by notice in writing of any applicable issue or transfer taxes), cause to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise be issued in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days name of the date said Notice of Exercise is and delivered to the Company (Warrant holder a certificate or within three (3) Trading Days certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date said Notice of Exercise exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as the date of the surrendering of the certificates for the shares so purchased. In the event a Warrant is delivered exercised, as to less than the Company if the Notice aggregate amount of Exercise is received after 12 p.m. EST on all shares of Common Stock issuable upon exercise of all Warrants held by such day)person, the Company shall have received payment of issue a new Warrant to the aggregate Exercise Price holder of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to so exercised covering the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total aggregate number of Warrant Shares available hereunder shall have the effect shares of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal Common Stock as to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofwhich Warrants remain unexercised.

Exercise of Warrants. Exercise Subject to the provisions of this Agreement, each registered holder of a Class A, Class B and Class C Warrants shall have the purchase rights right to acquire one share of common stock from the Company at a price of $1.00 per share, $2.50 per share and $5.00 per share, respectively, for Warrant Shares represented by this Warrant may be madea period of three years commencing on the earlier of September 10, 1999 or the effective date of its Registration Statement. The Company shall issue and sell to such registered holder of Warrants the number of fully paid and non-assessable shares of Common Stock specified in whole or in partsuch Warrants, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery upon surrender to the Company (or at the office of the Warrant Agent of such other office or agency Warrants, with the form of election to purchase duly filled in and signed, and upon payment to the order of the Company as it may designate for the Warrant exercise price, determined in accordance with Sections 10 and 11 herein, for the number of shares in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash or by notice certified check or bank draft or postal or express money order, payable in writing United States Dollars to the registered Holder at the address of the Holder appearing on the books order of the Company) . No adjustment shall be made for any dividends on any Common Shares issuable upon exercise of a duly executed Notice any Warrant. Subject to Section 7, upon such surrender of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days Warrants, and payment of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)Warrant Price as aforesaid, the Company shall have received payment issue and cause to be delivered with all reasonable dispatch to or upon the written order of the aggregate Exercise Price registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the Warrant largest number of whole Common Shares thereby so purchased by wire transfer or cashier’s check drawn on a United States bank, unless upon the exercise of such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredWarrants. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically issue any fraction of a Share of Common Stock or make any cash or other adjustment as provided in Section 12 herein, in respect of any fraction of a Common Share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender this Warrant to the Company until the Holder has purchased all of such Warrants and payment of the Warrant Shares available hereunder Price as aforesaid and provided, however, that if at the date of surrender of such Warrants and payment of such Warrant has been exercised in full, in which casePrice, the Holder transfer books for the Common Shares or other class of stock purchasable upon the exercise of such Warrants shall surrender this Warrant to be closed, the Company certificates for cancellation within three (3) Trading Days the Shares in respect of which such Warrants are then exercised shall be issuable as of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder on which such books 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 be opened and the Company shall maintain records showing the number of Warrant Shares purchased and the until such date of such purchases, and the Company shall be entitled under no duty to conclusively assume deliver any certificate for such shares; provided further, however, that its records the aforesaid transfer books, unless otherwise required by law or by applicable rule of national securities exchange, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the number registered holders thereof, either as an entirety or from time to time for only part of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares purchased and specified therein at any time prior to the date of such purchases are accurate, absent actual notice to expiration of the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge a new Warrant or Warrants will be issued to such registered holder for the remaining number of shares specified in the Warrant so surrendered, and agree that, by reason of the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this paragraphSection during the warrant exercise period, following and the purchase of a portion Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Warrant Shares hereunderCompany for such purpose. The Warrants will not be exercisable unless, at the time of the exercise, the number Company has a current registration statement covering the shares of Warrant Shares available for purchase hereunder at any given time may Common Stock issuable upon exercise of the Warrants or such shares have been registered, qualified or deemed to be less than exempt under Federal Securities Laws and the amount stated on securities laws of the face hereofstate of residence of the exercising holder of the Warrants.

Exercise of Warrants. Exercise At any time and from time to time on and after June 25, 1998 and expiring on June 25, 2002 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase rights for of the shares as to which the Warrant Shares represented by this is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant may be made, in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any time applicable issue or times on or after transfer taxes), cause to be issued in the Initial Exercise Date name of and on or before the Termination Date by delivery delivered to the Company (Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such other office or agency holder is entitled upon exercise of the Company as it may designate Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by notice in writing to the registered Holder at Current Value of one full share of Common Stock on the address date of exercise. Certificates for shares of Common Stock issuable by reason of the Holder appearing on the books exercise of the Company) of a duly executed Notice of Exercise in the form annexed hereto Warrant or Warrants shall be dated and shall be effective as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice surrendering of Exercise the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is delivered exercised as to less than the Company if the Notice aggregate amount of Exercise is received after 12 p.m. EST on all shares of Common Stock issuable upon exercise of all Warrants held by such day)person, the Company shall have received payment of issue a new Warrant to the aggregate Exercise Price holder of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to so exercised covering the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total aggregate number of Warrant Shares available hereunder shall have the effect shares of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal Common Stock as to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofwhich Warrants remain unexercised.

Exercise of Warrants. Exercise At any time and from time to time on and after _______________, 1999 and expiring on ______________, 2003 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of Common Shares covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase rights for of the shares as to which the Warrant Shares represented by this is being exercised, delivered to the Company at its principal office at 000 Xxxxxxxx Xxxxx, Xxx X, Xxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Chief Executive Officer. Upon the exercise of a Warrant may be made, in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment of any time applicable issue or times on or after transfer taxes), cause to be issued in the Initial Exercise Date name of and on or before the Termination Date by delivery delivered to the Company (Warrant holder a certificate or certificates for the number of fully paid and non-assessable Common Shares to which such other office or agency holder is entitled upon exercise of the Company as it may designate Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by notice in writing to the registered Holder at Current Value of one full Common Share on the address date of exercise. Certificates for Common Shares issuable by reason of the Holder appearing on the books exercise of the Company) of a duly executed Notice of Exercise in the form annexed hereto Warrant or Warrants shall be dated and shall be effective as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice surrendering of Exercise the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is delivered exercised as to less than the Company if the Notice aggregate amount of Exercise is received after 12 p.m. EST on all Common Shares issuable upon exercise of all Warrants held by such day)person, the Company shall have received payment of issue a new Warrant to the aggregate Exercise Price holder of the Warrant so exercised covering the aggregate number of Common Shares thereby purchased by wire transfer or cashier’s check drawn on as to which Warrants remain unexercised. For purposes of this section, Current Value is defined (i) in the case for which a United States bankpublic market exists for the Common Shares at the time of such exercise, unless such exercise is made pursuant at a price per share equal to (A) the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity average of the original of such Notice of Exercise. Notwithstanding anything herein to means between the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all closing bid and asked prices of the Warrant Common Shares available hereunder and in the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company over-the-counter market for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 the Company shall maintain records showing the number of Warrant Shares purchased and 20 consecutive business days commencing 30 business days before the date of such purchasesnotice, and (B) if the Company shall be entitled to conclusively assume that its records Common Shares are quoted on Nasdaq, at the average of the number means of Warrant the daily closing bid and asked prices of the Common Shares purchased and for 20 consecutive business days commencing 30 business days before the date of such purchases notice, or (C) if the Common Shares are accuratelisted on any national securities exchange or the Nasdaq National Market, absent actual notice to at the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason average of the provisions of this paragraph, following the purchase of a portion daily closing prices of the Warrant Common Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.20 consecutive business days

Exercise of Warrants. Exercise Subject to the terms of this Agreement, the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in partholder shall have the right, at any time and from time to time until 5:00 p.m., Pacific Time, on November 9, 2004, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Securities to which the Warrant holder may at the time be entitled to purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the Warrant (or times on a copy thereof) to the Company, together with the Exercise Form duly completed and executed and payment in the aggregate amount equal to the Exercise Price multiplied by the number of shares of Common Stock being purchased. Payment of the Exercise Price shall be made by personal or after business check payable to the Initial Exercise Date and on or before order of the Termination Date Company; PROVIDED, HOWEVER, that upon the consent of a majority of the Board of Directors of the Company, the Holder shall have the right to pay the exercise price by delivery surrender to the Company of a number of shares of Common Stock with a Fair Value equal to the exercise price. Within five business days of the Company's receipt of the Warrant (or a copy thereof), the completed and signed Exercise Form and the requisite payment, the Company shall issue and deliver (or cause to be delivered) to the exercising Holder stock certificates aggregating the number of shares of Warrant Securities purchased. In the event the Company fails to deliver or cause to be delivered to the Holder such other office certificates (without legend or agency restriction if such Warrant Securities are then, or are required to be, registered pursuant to the Warrant Agreement) within such five business day period, the Company shall pay to the Holder an amount equal to the greater of (i) $250 per calendar day, (ii) the product of (x) the last sale price on the date the certificates are properly issued and delivered to the Holder, less the last sale price on the date of the Company Exercise Form, multiplied by (y) the number of shares of Warrant Securities purchased as it may designate by notice set forth in writing the Exercise Form, or (iii) the quotient of (x) the last reported sale price on the day prior to the date of the Exercise Form, multiplied by the number of shares of Warrant Securities issuable to such Holder upon such exercise, divided by (y) 200 (the "Delay Damages"), for each day after the fifth business day following the delivery of the Warrant and such Exercise Form to the Company through and including the day such certificates (without legend or restriction if such Warrant Securities are then, or are required bo be, registered pursuant to the terms of the Warrant Agreement) are delivered to the Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in such Exercise Form. In the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to event the Company restricts or delays the transfer or clearance of such certificates by the Holder (whether by stop transfer order, unreasonable delay or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such dayotherwise), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant pay to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume Holder the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original Delay Damages for each calendar day of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofrestriction or delay.

Exercise of Warrants. Exercise At any time and from time to time on and after the date of this Agreement, and expiring at 5:00 p.m., Richmond, Virginia time, on the fifth anniversary of the purchase rights for Warrant Shares represented by this Warrant closing of the initial public offering of Hersha Hospitality Trust (the "Company") and subject to the conditions herein, Warrants may be madeexercised as to all or any portion of the number of Units covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for Units to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Partnership in the amount required for purchase of the Units as to which the Warrants are being exercised, delivered to the Partnership at its principal office at 000 Xxxxxxxx Xxxxx, Xxx X, Xxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: President; provided however, that no Warrant holder may exercise Warrants at such time as the Warrant holder does not qualify as an "accredited investor" as that term is defined in Rule 501 under the Securities Act of 1993, as amended. Upon the exercise of a Warrant in whole or in part, the Partnership will within five (5) days thereafter, at its expense (including the payment of any time applicable issue or times on or after transfer taxes), cause to be issued in the Initial Exercise Date name of and on or before the Termination Date by delivery delivered to the Company (or Warrant holder the number of Units to which such other office or agency holder is entitled upon exercise of the Company as it may designate Warrant. In the event such holder is entitled to a fractional amount of Units, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by notice in writing to the registered Holder at Current Value of one full Unit on the address date of exercise. The issuance of Units upon exercise of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto Warrants shall be effective as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price surrendering of the Warrant Shares thereby purchased by wire transfer for exercise, notwithstanding any delays in the actual issuance or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity delivery of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 Units so purchased. The Holder and In the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled event Warrants are exercised as to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the aggregate amount stated on of all Units issuable upon exercise of all Warrants held by such person, the face hereofPartnership shall issue new Warrants to the holder of the Warrants so exercised covering the aggregate number of Units as to which Warrants remain unexercised.

Exercise of Warrants. Exercise At any time and from time to time on and after the first anniversary of the purchase rights for Warrant Shares represented by date hereof and expiring on the fifth anniversary of the effective date of this Warrant Agreement at 5:00 p.m., Dallas, Texas time, the Warrants may be madeexercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the Warrant Holder by surrender of the Warrants, accompanied by a subscription for shares to be purchased in whole or in part, at any time or times on or after the Initial Exercise Date form attached hereto as Exhibit B and on or before the Termination Date by delivery a check payable to the Company (or such other office or agency order of the Company as it may designate by notice in writing to the registered Holder at the address amount required for purchase of the Holder appearing on shares as to which the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise Warrant is being exercised, delivered to the Company (at its principal office at 000 X. Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxx 00000, Attention: President. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or within three (3) Trading Days Warrants shall be dated and shall be effective as of the date said Notice of Exercise the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is delivered exercised as to less than the Company if aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by the Notice of Exercise is received after 12 p.m. EST on such day)Warrant Holder, the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on issue a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this new Warrant to the Company until Warrant Holder so exercised covering the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total aggregate number of Warrant Shares available hereunder shall have the effect shares of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal Common Stock as to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofwhich Warrants remain unexercised.

Exercise of Warrants. Exercise (a) Subject to the provisions of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in partAgreement, at any time or times on or 180 days after the Initial Exercise Date date hereof and at or prior to 12:30 p.m. Pacific Time on [__], 2014, each registered holder of Warrants shall have the right, which may be exercised as in such Warrant Certificates expressed, to purchase from the Company (and the Company shall issue and sell to such registered holders of Warrants) all or before part of the Termination Date by delivery number of fully paid and nonassessable shares of Warrant Common Stock specified in such Warrant Certificates (subject to the adjustments as herein provided), upon surrender to the Company (or at the office of the Warrant Agent specified in Section 21 hereof, of such other office or agency Warrant Certificates with the exercise form on the reverse thereof duly filled in and signed, and upon payment to the Warrant Agent to the account of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing Warrant Price for the number of shares of Warrant Common Stock in respect of which such Warrants are then exercised. The date of exercise of any Warrant shall be deemed to be the date of its receipt by the Warrant Agent duly filled in and signed and accompanied by proper funds as hereinafter provided. Payment of such Warrant Price may be made in wire transfer in immediately available funds, cash, or by certified or official bank check. No adjustment shall be made for any cash dividends on the books shares of Warrant Common Stock issuable upon exercise of a Warrant. Upon such surrender of Warrants, and payment of the Company) of a duly executed Notice of Exercise in the form annexed hereto Warrant Price as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Warrant Common Stock so purchased upon the exercise of such Warrants together with cash as provided in Section 11 of this Agreement, in respect of any fraction of a share of such stock issuable upon such surrender. Each person in whose name any certificate for shares of Common Stock is issued upon the exercise of Warrants shall for all purposes be deemed to have received become the holder of record of the Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Warrant Certificate evidencing such Warrants was duly surrendered and payment of the aggregate Exercise Warrant Price of the Warrant Shares thereby purchased by wire (and any applicable transfer or cashier’s check drawn on a United States banktaxes) was made; provided, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (however, that if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchasessurrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding business day on which the Common Stock transfer books of the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofopen.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant (a) The Warrants may be made, in whole or in part, exercised at any time or times on or after the Initial Exercise Closing Date and until the tenth (10th) anniversary of the Closing Date on or before any day that is a Business Day, for all of the Termination Date by delivery number of Issuable Warrant Shares purchasable upon its exercise. In order to exercise its Warrant, the Holder will deliver to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder Seller at the address of designated by the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail Seller pursuant to the Section 8.05, (i) a written notice provisions set forth in the Purchase Agreement). Within two of such Holder's election to exercise its Warrant, (2ii) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankPrice, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of aggregate purchase price for all Issuable Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchasesShares, and (iii) the Company shall Warrant. Such notice will be entitled to conclusively assume that its records substantially in the form of the number Subscription Form appearing at the end of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contraryWarrants. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of Upon receipt of such notice, the Seller will, as promptly as practicable, and in any event within ten (10) business days, execute, or cause to be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Agreement. The stock certificate or certificates so delivered will be in such denominations as may be specified in such notice and will be registered in the name of such Holder, or, subject to compliance with transfer and registration requirements under applicable federal and state securities laws, such other name as designated in such notice. A Warrant will be deemed to have been exercised, such certificate or certificates will be deemed to have been issued, and such Holder and or any assigneeother Person so designated or named in such notice will be deemed to have become a holder of record of such shares for all purposes, by acceptance of this Warrant, acknowledge and agree that, by reason as of the provisions of this paragraphdate that such notice, following the purchase of a portion together with payment of the Exercise Price and the Warrant Shares hereunder, is received by the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofSeller.

Exercise of Warrants. (a) Payment of such Exercise Price may be made at the Holder’s election (i) by certified or official bank check, (ii) in the event that the Holder holds Common Shares of the purchase rights for Company and such Common Shares are listed on a domestic stock exchange or quoted in the domestic over-the-counter market, by transferring to the Company an amount of such Common Shares which, when multiplied by the current market price of the Common Shares at the time of exercise of such Warrant, equals the aggregate amount of the consideration payable upon such exercise, (iii) by surrendering to the Company the right to receive a portion of the number of Shares with respect to which such Warrant is then being exercised equal to the product obtained by multiplying such number of Shares represented by this Warrant may be madea fraction, the numerator of which is the Exercise Price in effect on the date of such exercise and the denominator of which is the current market price of the Common Shares in effect on such date, or (iv) by a combination of the foregoing methods of payment selected by the Holder. In any case where the consideration payable upon such exercise is being paid in whole or in partpart pursuant to the provisions of clause (ii) or clause (iii) of the preceding sentence, such exercise shall be accompanied by written notice from the Holder specifying the manner of payment thereof, and in the case of clause (ii), stating the amount of Common Shares of the Company to be applied to such payment, and in the case of clause (iii), containing a calculation showing the number of Shares with respect to which rights are being surrendered thereunder and the net number of Shares to be issued after giving effect to such surrender. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 11 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at any time the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Shares or times other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Initial Exercise Date Warrant Expiration Date) and on or before the Termination Date by delivery to the Company (or until such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled under no duty to conclusively assume deliver any certificate for such Shares; provided, further, however, that its records the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of specified in the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofso surrendered.

Exercise of Warrants. Exercise Subject to the provisions of this Agreement, each registered holder of Warrants shall have the purchase rights for Warrant Shares represented by this Warrant right, which may be madeexercised commencing at the opening of business New York City time on ___________ __, in whole or in part1997 and terminating at 5:00 p.m., New York City time, on __________ __, 2002 (the "Expiration Date"), to purchase from the Company (and the Company shall issue and sell to such registered holder of Warrants) the number of fully paid and non-assessable shares of Common Stock which the holder may at any the time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery be entitled to receive, upon surrender to the Company (at the office of the Warrant Agent of the Warrant Certificates evidencing such Warrants, with the form of election to purchase on the reverse thereof duly filled in and executed, and upon payment to the Company of the Warrant Price, determined in accordance with the provisions of Sections 9 and 10 of this Agreement, for the number of shares in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash or such other office by certified check or agency bank draft payable, in United States dollars, to the order of the Company. No adjustment shall be made for any dividends on any shares of Common Stock issuable upon exercise of any warrant of the Company as it may designate by notice in writing outstanding on the date hereof. Subject to the registered Holder at the address Section 6, upon such surrender of the Holder appearing on the books Warrants and payment of the Company) of a duly executed Notice of Exercise in the form annexed hereto Warrant Price as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)aforesaid, the Company shall have received payment issue and cause to be delivered with all reasonable dispatch, upon the written order of the aggregate Exercise Price registered holder of such Warrants, and in such name or names as such registered holder may designate, a certificate or certificates for the Warrant Shares thereby number of full shares of Common Stock so purchased by wire transfer or cashier’s check drawn on a United States bank, unless upon the exercise of such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)Warrants. No ink-original Notice fractional shares of Exercise Common Stock will be issued. Such certificate or certificates shall be required, nor shall deemed to have been issued and any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form person so designated to be required. The Company named therein shall be entitled deemed to conclusively assume the genuineness have become a holder of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original record of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days shares as of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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 the Company shall maintain records showing the number of Warrant Shares purchased and the date surrender of such purchases, Warrants and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.payment