Common use of Exercise Procedure Clause in Contracts

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Option.

Exercise Procedure. Subject to Warrants may be exercised by their surrender at the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its Company's principal executive offices, signifying with the Employee's election Election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercisedPurchase form attached thereto duly completed and executed, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price payment of the aggregate Exercise Price for the Warrant Shares being purchasedto be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, or by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue a certificate or certificates, for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all collection chargesliens and charges other than those created by the Holder. If notice Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionHolder.

Exercise Procedure. Subject (a) The Optionee may exercise the Options by delivering to the terms and conditions set forth herein, the Option is exercisable by Corporation a written notice duly signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to exercise the Option. The notice must state Optionee stating the number of Shares as shares of Common Stock that the Optionee has elected to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment purchase and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by payment in an amount equal to the full purchase price for the shares of the Shares being Common Stock to be purchased. Payment shall The payment may be either in cash, cash or by certified check or bank cashier's check payable shares of Common Stock with a fair market value equal to the order of exercise price on the Company, free from all collection charges. If notice of the exercise of date the Option is given exercised, or through a combination of cash or shares. For purposes of the foregoing, "fair market value" of the Common Stock shall be determined as of the last business day for which the prices or quotes are available prior to the date the particular Options are exercised and shall mean (i) the last reported sale price (on that date) of the Common Stock on the Nasdaq National Market System, if the Common Stock is then traded on such System; (ii) the last reported sale (on that date) of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is not then traded on the Nasdaq National Market System; or (iii) the average of the closing bid and asked prices last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National Market System or a national securities exchange. However, if the Common Stock is not then publicly traded, the "fair market value" shall be deemed to be the fair value of the Common Stock as determined by the person or persons other than Corporation's Board of Directors after taking into consideration all factors which it deems appropriate. (b) Following receipt by the EmployeeCorporation of notice of exercise and full payment pursuant to Subsection (a) above, the Company may requireCorporation shall issue, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable practicable, a stock certificate for the Common Stock and shall bear a restrictive legend stating that warrant certificate for the Shares have not been registered under Warrants represented by the Securities Act of 1933, that Options exercised in the shares have been acquired for investment purposes name as designated by the Optionee and not with a view to distribution or resale, and that deliver the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory certificates to the Company to the effect that registration is not required under such lawsOptionee. The CompanyCorporation, however, shall not be required to issue or deliver a the stock certificate for any Shares or the warrant certificate until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock securities exchange or automated quotation system on which the CompanyCorporation's Common Stock and the Warrants may then be listed listed, and all applicable state laws in connection with the issuance of the Common Stock and the Warrants represented by the Options exercised or sale of such Shares their listing on said securities exchange or the listing of such Shares on such exchangesystem. Until the issuance of the certificate certificates for such Sharesthe Common Stock and the Warrants represented by the Options, the Employee or such other person as may be entitled to exercise the Option, Optionee shall have none of the rights of a stockholder with in respect to Shares subject to the Optionshares of such Common Stock.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to (a) The Holder may exercise the Option. The notice must state right to subscribe for and purchase the number of Common Shares as herein provided for by delivering to which the Employee's Option is being exercisedCorporation prior to the Expiry Time at its principal office this Warrant Certificate, must contain a statement with the subscription form attached hereto duly completed and executed by the Employee Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (in a form or such other method of payment acceptable to the CompanyCorporation) that such Shares are being acquired by the Employee for investment and not with a view payable to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice Corporation in an amount equal to the aggregate Exercise Price in respect of the exercise Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder). (b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Option is given by Corporation in respect of the person Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or persons other than the Employee, the Company may require, as a condition certificates to be mailed to the exercise of Holder hereof at the Option, the submission to the Company of appropriate proof of the right of address or addresses specified in such person or person to exercise the Option. Certificate for Shares so purchased will be issued subscription as soon as practicable practicable, and shall bear a restrictive legend stating that in any event within five Business Days of such delivery. (c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of 1933, that any state of the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares United States. This Warrant may not be soldexercised in the United States or by or on behalf of any U.S. Person or person in the United States, assigneddirectly or indirectly, pledged, hypothecatedunless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or otherwise transferred without (ii) an effective exemption from such registration statement for requirements is available. (d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such shares exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the Securities Act holder of 1933 any such legended certificate, provides the Corporation with evidence satisfactory in form and applicable state securities laws or substance to the Corporation (which may include an opinion of counsel satisfactory to the Company Corporation) to the effect that registration is such legends are not required under required, such laws. The Company, however, legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend. (e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall not be required made without charge to the Holder for any issue or deliver a certificate for transfer tax, transfer agent fee or other incidental tax or expense (excluding any Shares until it has complied with all requirements applicable stamp duties) in respect of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of such certificates, all of which taxes and expenses shall be paid by the certificate for such SharesCorporation. (f) Notwithstanding anything to the contrary contained herein, the Employee or such other person as may be entitled Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the Optionexercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall have none include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the rights of a stockholder relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the Optionlimitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such change.

Exercise Procedure. Subject (a) The Holder may exercise the right to subscribe and purchase the terms and conditions set forth hereinnumber of Warrant Shares herein provided, the Option is exercisable by a written notice signed by the Employee and delivered delivering to the Company prior to the Expiry Time electronically or at its executive officesoffice set out in Section 26 hereof (or as at such other address the Company may notify the Holder in accordance with the terms hereof) this Warrant Certificate, signifying the Employee's election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement Subscription Form attached hereto duly completed and executed by the Employee (Holder or its legal representative or attorney, duly appointed by an instrument in a writing in form acceptable and manner satisfactory to the Company) that such Shares are being acquired by the Employee for investment and not Company (acting reasonably), together with a view certified cheque, bank draft payable to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice or wire transfer in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Company at its office set out, and in the manner set forth in Section 26 hereof (or to such other address as the Company may notify the Holder in accordance with the terms hereof). (b) Upon such delivery and payment as aforesaid, the Company shall as soon as possible cause to be issued to the Holder hereof the Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Company in respect of the Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Warrant Shares and the Company shall cause such certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five (5) Business Days of such delivery and payment. (c) The Warrants evidenced by this Warrant Certificate and the Warrant Shares issuable upon exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares Warrants have not been and will not be registered under the U.S. Securities Act or under state securities laws of 1933any state in the United States. Accordingly, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares Warrants evidenced hereby may not be sold, assigned, pledged, hypothecated, transferred or otherwise transferred without exercised in the United States or by or on behalf of a U.S. Person or a person in the United States unless an effective exemption is available from the registration statement for such shares under requirements of the U.S. Securities Act of 1933 and applicable state securities laws or and the holder of this Warrant Certificate has furnished an opinion of counsel of recognized standing or such other documentation in form and substance satisfactory to the Company (acting reasonably) to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933effect, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Optionapplicable.

Exercise Procedure. Subject Grantee may exercise the vested Option, or any vested portion thereof, by notice of exercise to the terms Company, in a manner (which may include electronic means) approved by the Committee and conditions communicated to Grantee, together with payment of the Option price set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered in Section 2 in full to the Company at its executive offices, signifying for the Employee's election to exercise portion of the Option. The notice must state the number of Shares as to which the Employee's Option is being so exercised, must contain a statement and payment of any required withholding taxes, (a) in cash or (b) by the Employee (in delivery of shares of Common Stock with a form acceptable Fair Market Value equal to the Company) that such Shares are being acquired Option Price. Notwithstanding the foregoing, unless otherwise determined by the Employee for investment Committee at any time prior to such exercise, Grantee, at his election, may pay such Option price (and not with withholding taxes) pursuant to such exercise by a view simultaneous exercise and sale of the Option Shares so purchased pursuant to their distribution a broker-assisted transaction or resale (unless a Registration Statement covering other similar arrangement, and use the Shares has been declared effective by proceeds from such sale as payment of the Securities and Exchange Commission) and must be accompanied by the full purchase price of such shares, in accordance with the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the cashless exercise of the Option is given program adopted by the person or persons other than Committee pursuant to Section 220.3(e) (4) of Federal Reserve Board Regulation T. Upon the Employee, the Company may require, as a condition to the proper exercise of the Option, and satisfaction of required withholding taxes, the submission Company shall issue in Grantee’s name and deliver to Grantee (or to Grantee’s permitted representative and in its their name upon Grantee’s death, above), in either book entry or certificate form (in the discretion of the Company) through the Company’s transfer agent, the number of shares acquired through the exercise (subject to any satisfaction of withholding taxes therefrom). Subject to the Company of appropriate proof prior approval of the right Committee in its sole discretion, at the time of Grantee’s exercise of the Option Grantee may pay the Option price and satisfy the minimum withholding tax obligation required by law with respect to such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to by causing the Company to withhold Shares otherwise issuable to Grantee upon such exercise having an aggregate Fair Market Value equal to the effect that registration is not amount of the sum of such Option price plus the required under such lawswithholding tax. The Company, however, Grantee shall not be required to issue or deliver have any rights as a certificate for any Shares until it has complied with all requirements shareholder of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder Company with respect to Shares subject to any unexercised portion of the Option.

Exercise Procedure. Subject to the terms foregoing and conditions set forth hereinthe other provisions hereof, the Option is exercisable Warrantholder may exercise this Warrant from time to time by (i) delivering (which may be by fax) a duly executed Warrant Exercise Form in the form attached hereto (the "Exercise Agreement") to the Company on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and (ii) making payment to the Company either (A) in cash, by certified or official bank check or by wire transfer of immediately available funds for the account of the Company, of the Warrant Price for the Warrant Shares specified in the Exercise Agreement or (B) by delivery to the Company of a written notice signed by of an election to effect a "Cashless Exercise" (as defined below) for the Employee and Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or such holder's designee, as the record owner of such shares, as of the close of business on the date on which the completed Exercise Agreement shall have been delivered to the Company (or such later date as may be specified in the Exercise Agreement). Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be promptly delivered to the Warrantholder within a reasonable time, not exceeding three (3) business days after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall (subject to Section 3(d) below), at its executive officesexpense, signifying at the Employee's election time of delivery of such certificates, deliver to exercise the Option. The notice must state Warrantholder a new Warrant representing the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject which this Warrant shall not then have been exercised. As used herein, "business day" shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to the Optionremain closed.

Exercise Procedure. Subject to In the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled event LabCorp wishes to exercise the Option, LabCorp shall deliver to the Stockholder a written notice (an "Exercise Notice"). Provided that the conditions set forth in paragraph (f) hereof to the Stockholder's obligation to sell the Subject Shares to LabCorp hereunder have none been satisfied or, if legally possible, waived, LabCorp shall, upon delivery of the rights Exercise Notice and tender of the applicable aggregate Exercise Price (as defined below), immediately be deemed to be the holder of record of such Subject Shares purchasable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing the Subject Shares shall not theretofore have been delivered to LabCorp. If the conditions set forth in paragraph (f) hereof have not been satisfied or, if legally possible, waived, LabCorp shall not be deemed to be the holder of record unless and until the conditions in paragraph (f) have been satisfied or, if legally possible, waived. The closing of the purchase of the Subject Shares (the "Closing") shall occur at a stockholder with respect to Shares subject place, on a date and at a time designated by LabCorp in the Exercise Notice delivered at least two (2) business days prior to the Optiondate of the Closing, and shall occur no later than fifteen (15) days after the Exercise Notice is delivered or, if a waiting period under the HSR Act, the Investment Canada Act, the Competition Act (Canada), or the pre-merger filing requirements of any other jurisdiction applies to the acquisition of the Subject Shares by LabCorp, fifteen (15) days after the expiration or termination of all such applicable waiting periods; provided that if that expiration or termination does not occur within thirty (30) days after the Drop Dead Date, as that term is defined under the Merger Agreement (including any modifications or extensions thereof) (the "Option Drop Dead Date"), the Closing shall not occur, and the Exercise Notice shall be deemed to be null and void.

Exercise Procedure. Subject to the terms and conditions set forth herein(a) As promptly as practicable, but in no event later than three (3) Business Days after an Exercise Notice is given, the Option is exercisable by a written notice signed by the Employee Company shall issue and delivered shall deliver to the Company at its executive offices, signifying the Employee's election to exercise the Option. The notice must state Holder the number of Shares as to which the Employee's Option is being exercisedfull shares of Common Stock issuable upon such exercise, must contain a statement by the Employee (in a form acceptable rounded up to the nearest whole share. In lieu of delivering physical certificates for the shares of Common Stock issuable upon any such exercise, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and provided that such Shares shares of Common Stock are being acquired properly designated with restrictions on transfer, if any, upon request of Holder, the Company shall use commercially reasonable efforts to cause its transfer agent electronically to transmit such shares of Common Stock issuable upon exercise to Holder (or its designee) by crediting the Employee account of Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as for investment stock certificates shall apply). (b) If in any case the Company shall fail to issue and not with deliver the shares of Common Stock to Holder upon Holder’s exercise of this Warrant within three (3) Business Days after Holder gives the Exercise Notice, in addition to any other liabilities the Company may have hereunder and under applicable law, (A) the Company shall pay or reimburse Holder on demand for all out-of-pocket expenses, including, without limitation, reasonable fees and expenses of legal counsel, incurred by Holder as a view result of such failure, (B) if as a result of such failure Holder shall suffer any damages or liabilities (including, without limitation, margin interest and the cost of purchasing securities to their distribution cover a sale (whether by Holder or resale (unless Holder’s securities broker) or borrowing of shares of Common Stock by Holder for purposes of settling any trade involving a Registration Statement covering sale of shares of Common Stock made by Holder, then the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price Company shall upon demand of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable Holder pay to Holder an amount equal to the order damages and liabilities suffered by Holder by reason thereof which Holder documents to the reasonable satisfaction of the Company, free from all collection charges. If and (C) Holder may by written notice given at any time prior to delivery to Holder of the exercise shares of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Common Stock may then be listed and all applicable state laws issuable in connection with such exercise, rescind such exercise and the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionExercise Notice relating thereto.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to (a) The Holder may exercise the Option. The notice must state right to subscribe for and purchase the number of Common Shares as herein provided for by delivering to which the Employee's Option is being exercisedCorporation prior to the Expiry Time at its principal office this Warrant Certificate, must contain a statement with the subscription form attached hereto duly completed and executed by the Employee Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (in a form or such other method of payment acceptable to the CompanyCorporation) that such Shares are being acquired by the Employee for investment and not with a view payable to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice Corporation in an amount equal to the aggregate Exercise Price in respect of the exercise Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder). (b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Option is given by Corporation in respect of the person Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or persons other than the Employee, the Company may require, as a condition certificates to be mailed to the exercise of Holder hereof at the Option, the submission to the Company of appropriate proof of the right of address or addresses specified in such person or person to exercise the Option. Certificate for Shares so purchased will be issued subscription as soon as practicable practicable, and shall bear a restrictive legend stating that in any event within five Business Days of such delivery. (c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of 1933, that any state of the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares United States. This Warrant may not be soldexercised in the United States or by or on behalf of any U.S. Person or person in the United States, assigneddirectly or indirectly, pledged, hypothecatedunless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or otherwise transferred without (ii) an effective exemption from such registration statement for requirements is available. (d) In the event that any Warrants are exercised before May [•], 2025, the certificate(s) representing the Common Shares issued upon such shares exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the Securities Act holder of 1933 any such legended certificate, provides the Corporation with evidence satisfactory in form and applicable state securities laws or substance to the Corporation (which may include an opinion of counsel satisfactory to the Company Corporation) to the effect that registration such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend. (e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation. (f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 - Take Over Bids and Issuer Bids, in excess of 9.98% (the "Maximum Percentage") of the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is not required under or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such lawsHolder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. The For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 - Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation's most recent annual information form, interim or annual management's discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, however, shall not be required to issue or deliver a certificate for (3) any Shares until it has complied with all requirements of other notice by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which Company or the Company's Stock may transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the "Reported Outstanding Share Number"). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then be listed and all applicable state laws in connection outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the issuance Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or sale conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of such outstanding Common Shares or is less than the listing of such Shares on such exchange. Until Reported Outstanding Share Number, the issuance Company shall (i) notify the Holder in writing of the certificate for number of Common Shares then outstanding and, to the extent that such Sharesexercise notice would otherwise cause the Holder's, together with the Attribution Parties', beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Employee Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or such other person as may be entitled to exercise the Option, shall have none of securities of the rights Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of a stockholder with respect to Shares subject which the Reported Outstanding Share Number was reported. By written notice to the OptionCorporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such change.

Exercise Procedure. Subject to the terms and conditions set forth herein(a) As promptly as practicable, but in no event later than three (3) Business Days after an Exercise Notice is given, the Option is exercisable by a written notice signed by the Employee Company shall issue and delivered shall deliver to the Company at its executive offices, signifying the Employee's election to exercise the Option. The notice must state Holder the number of Shares as to which the Employee's Option is being exercisedfull shares of Common Stock issuable upon such exercise, must contain a statement by the Employee (in a form acceptable rounded up to the nearest whole share. In lieu of delivering physical certificates for the shares of Common Stock issuable upon any such exercise, provided the Company's transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and provided that such Shares shares of Common Stock are being acquired properly designated with restrictions on transfer, if any, upon request of Holder, the Company shall use commercially reasonable efforts to cause its transfer agent electronically to transmit such shares of Common Stock issuable upon exercise to Holder (or its designee) by crediting the Employee account of ▇▇▇▇▇▇’s (or such designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as for investment stock certificates shall apply). (b) If in any case the Company shall fail to issue and not with deliver the shares of Common Stock to Holder upon Holder’s exercise of this Warrant within three (3) Business Days after Holder gives the Exercise Notice, in addition to any other liabilities the Company may have hereunder and under applicable law, (A) the Company shall pay or reimburse Holder on demand for all out-of-pocket expenses, including, without limitation, reasonable fees and expenses of legal counsel, incurred by Holder as a view result of such failure, (B) if as a result of such failure Holder shall suffer any damages or liabilities (including, without limitation, margin interest and the cost of purchasing securities to their distribution cover a sale (whether by Holder or resale (unless Holder's securities broker) or borrowing of shares of Common Stock by Holder for purposes of settling any trade involving a Registration Statement covering sale of shares of Common Stock made by Holder, then the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price Company shall upon demand of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable Holder pay to Holder an amount equal to the order damages and liabilities suffered by Holder by reason thereof which Holder documents to the reasonable satisfaction of the Company, free from all collection charges. If and (C) Holder may by written notice given at any time prior to delivery to Holder of the exercise shares of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Common Stock may then be listed and all applicable state laws issuable in connection with such exercise, rescind such exercise and the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionExercise Notice relating thereto.

Exercise Procedure. Subject (a) This Warrant may be exercised in whole or in part prior to the terms Expiration Date by presenting it and conditions set forth hereintendering the applicable exercise price, at the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price option of the Shares being purchased. Payment shall be Investor (i) in cashlegal tender, or (ii) by certified or bank cashier's check payable to ’s or certified check, at the order principal office of the Company, free from or (iii) by wire transfer to an account designated by Company, in each case along with a written subscription substantially in the form of Exhibit A attached hereto. The date on which this Warrant is thus surrendered, accompanied by tender or payment as hereinbefore or hereinafter provided, is referred to herein as the “Exercise Date.” The Company shall issue and deliver to Investor certificates for the proper number of Warrant Shares upon exercise of this Warrant within ten (10) days after the Exercise Date, and such Warrant Shares shall be deemed issued and the Investor deemed the Investor of record of such Warrant Shares, for all collection charges. If notice purposes as of the exercise opening of business on the Option is given by Exercise Date, notwithstanding any delay in the person or persons other than actual issuance. (b) Notwithstanding anything herein to the Employee, the Company may requirecontrary, as a condition precedent to the exercise of this Warrant and at any time thereafter as may be reasonably requested by the OptionCompany, the submission Investor agrees to execute and to become a party to, such stock restriction agreements, shareholders’ agreements, voting trust agreements, voting agreements, right of first refusal agreements, co-sale agreements, lock-up agreements, and other agreements regarding the Common Stock of the Company in such form(s) as the Company may determine from time to time in its sole discretion. (c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Warrant Shares which would result in the issuance of shares of Common Stock to the Investor representing more than the applicable percentage under the rules of the NYSE Amex that would require stockholder approval of the issuance thereof.1 In the event that Investor has delivered a written subscription to the Company to purchase Warrant Shares in an amount that would require stockholder approval (after taking into account all shares of appropriate proof of Common Stock acquired by the right of such person or person Investor pursuant to exercise this Warrant and the Option. Certificate for Shares so purchased will be issued MGT Option Warrant), the Company shall as soon as practicable and shall bear after receipt thereof, but in no event later than sixty (60) days thereafter, hold a restrictive legend stating that meeting of its stockholders for the Shares have not been registered under the Securities Act approval of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Warrant Shares. In connection with such meeting, the Employee or such other person as may be entitled Company shall provide each stockholder with a proxy statement and shall use commercially reasonable efforts to exercise the Option, shall have none solicit its stockholders’ approval of the rights issuance of a stockholder with respect such Warrant Shares and to Shares subject cause its board of directors to recommend to the Optionstockholders that they approve such proposal.

Exercise Procedure. Subject to Warrants may be exercised by their surrender at the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its Company's principal executive offices, signifying with the Employee's election Election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercisedPurchase form attached thereto duly completed and executed, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price payment of the aggregate Exercise Price for the Warrant Shares being purchasedto be purchased upon such exercise. Payment for the Warrant Shares shall be made: (a) if payment is to be made in cash, or by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), or (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Promptly after the exercise of any Warrants, upon compliance with Section 5 hereof, the Company shall issue a certificate or certificates, for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and free from all collection chargesliens and charges other than those created by the Holder. If notice Upon compliance with Section 5 hereof, and applicable securities laws, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionHolder.

Exercise Procedure. (a) Subject to the terms and conditions set forth Section 4 herein, the Option is exercisable Holder may exercise the right to subscribe and purchase the number of Warrant Shares herein provided, by a written notice signed delivering to the Company prior to the Expiry Time at its principal office this Warrant Certificate, with the Subscription Form attached hereto duly completed and executed by the Employee Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and delivered manner satisfactory to the Company, together with a certified cheque or bank draft payable to or to the order of the Company in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Company at its executive offices, signifying principal office set forth herein (or to such other address as the Employee's election to exercise Company may notify the Option. The notice must state the number of Shares Holder). (b) Upon such delivery as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employeeaforesaid, the Company may require, as a condition shall cause to be issued to the exercise Holder hereof the Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Option, Company in respect of the submission Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Warrant Shares and the Company shall cause such certificates to be mailed to the Company of appropriate proof of Holder hereof at the right of address or addresses specified in such person or person to exercise the Option. Certificate for Shares so purchased will be issued subscription as soon as practicable practicable, and in any event within five (5) Business Days of such delivery. (c) The certificate or certificates representing Warrant Shares issued before the date that is four months and a day after the later of: March 15, 2019; and (ii) the date the Company became a reporting issuer in any province or territory, shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not be impressed with a view to distribution or resale, and that legend substantially in the Shares following form: (d) This Warrant may not be sold, assigned, pledged, hypothecated, exercised in the United States or otherwise transferred without by or on behalf of a U.S. Person unless an effective exemption is available from the registration statement for such shares under requirements of the U.S. Securities Act of 1933 and applicable state securities laws or and the holder of this Warrant has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect. (e) If the certificate or certificates representing the Warrants that have been surrendered for exercise bear the legend described below, the certificate or certificates representing the Warrant Shares subscribed for and issued upon exercise of the Warrants shall be correspondingly impressed with the following legend unless such legend is no longer required under the applicable requirements of the U.S. Securities Act or applicable U.S. state laws and regulations, provided that: (i) if any such securities are being sold under clause (B) above and in compliance with Canadian local laws and regulations, and provided that the Company is a “foreign issuer” within the meaning of Regulation S of the U.S. Securities Act at the time of sale, the legend set forth above may be removed by providing a declaration to the transfer agent for the Company in a form satisfactory to the transfer agent, as may be amended from time to time by the Company, to the effect that registration is not required under such laws. The Companysecurities are being sold in compliance with Rule 904 of Regulation S of the U.S. Securities Act, however, shall not together with any documentation as may be required by the Company or its transfer agent to issue or deliver a certificate for any Shares until it has complied with all the effect that an exemption from the registration requirements of the U.S. Securities Act of 1933, as amendedor state securities laws are available; and (ii) If any such securities are being sold under clause (C)(II) or (D) above, the Securities Exchange Act legend may be removed by delivery to the transfer agent for the Company and the Company of 1934an opinion of counsel, as amended, any stock exchange on which of recognized standing reasonably satisfactory to the Company's Stock may then be listed and all , that such legend is no longer required under applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance requirements of the certificate for such Shares, the Employee U.S. Securities Act or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Optionstate securities laws.

Exercise Procedure. Subject (a) The Holder may exercise the right to subscribe and purchase the number of Warrant Shares herein provided, by delivering to the terms Company prior to the Expiry Time at its principal office this Warrant Certificate, with the Subscription Form attached hereto duly completed and conditions set forth herein, the Option is exercisable by a written notice signed executed by the Employee Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and delivered manner satisfactory to the Company, together with a certified cheque or bank draft payable to or to the order of the Company in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Company at its executive officesprincipal office set forth herein (or to such other address as the Company may notify the Holder). (b) Upon such delivery and payment as aforesaid, signifying the Employee's election Company shall cause to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable be issued to the CompanyHolder hereof the Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Company in respect of the Warrant Shares subscribed for, if permitted by applicable law, with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate evidencing the Warrant Shares and the Company shall cause such certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable. (c) The Holder hereby acknowledges that such the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States, and that the Warrants may not be exercised in the United States or by or on behalf of a U.S. person, nor may the Warrant Shares be offered or sold in the United States, unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws. If the Common Shares are being acquired sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, the U.S. restrictive legend may be removed by providing an executed declaration to the registrar and transfer agent of the Corporation, in substantially the form set forth as Appendix “A” attached hereto (or in such other forms as the Company may prescribe from time to time) and, if requested by the Employee for investment Company or the transfer agent, an opinion of counsel of recognized standing in form and not with a view substance satisfactory to their distribution or resale (the Corporation. If the Common Shares are offered and sold in the United States pursuant to an exemption from registration under the U.S. Securities Act, the Holder must furnish an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect, as applicable. All certificates representing Common Shares issued to persons who exercise the Warrants pursuant to the Subscription Form will, unless a Registration Statement covering such Common Shares are registered under the Shares has been declared effective by U.S. Securities Act and the Securities and Exchange Commission) and must be accompanied by the full purchase price securities laws of all applicable states of the United States, bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES (1) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES OR SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT AND REGISTRAR OF THE CORPORATION UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR OF THE CORPORATION AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.” provided, that if the Common Shares are being purchased. Payment shall sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, and the Company is at the time of such sale a “foreign issuer” within the meaning of Regulation S under the U.S. Securities Act, the legends set forth above may be in cash, or removed by certified or bank cashier's check payable providing an executed declaration to the order registrar and transfer agent of the Company, free from all collection charges. If notice of in substantially the exercise of the Option is given by the person form set forth as Appendix “A” attached hereto (or persons in such other than the Employee, forms as the Company may requireprescribe from time to time) and, as a condition to the exercise of the Option, the submission to if requested by the Company of appropriate proof of or the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933transfer agent, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel of recognized standing in form and substance satisfactory to the Company and the transfer agent to the effect that registration such sale is not being made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Common Shares, are being sold otherwise than in accordance with Regulation S and other than to the Company, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all applicable requirements of the U.S. Securities Act or state securities laws. Certificates representing Common Shares issued upon the exercise of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock this Warrant Certificate (and issued in substitution or exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject thereof) prior to the Optiondate that is four months and one day after the date hereof shall bear the following legend: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE [INSERT DATE WHICH IS FOUR MONTHS AND A DAY AFTER THE DATE HEREOF].

Exercise Procedure. Subject (a) This Warrant may be exercised in whole or in part prior to the terms Expiration Date by presenting it and conditions set forth hereintendering the applicable exercise price, at the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price option of the Shares being purchased. Payment shall be Investor (i) in cashlegal tender, or (ii) by certified or bank cashier's check payable to ’s or certified check, at the order principal office of the Company, free from or (iii) by wire transfer to an account designated by Company, in each case along with a written subscription substantially in the form of Exhibit A attached hereto. The date on which this Warrant is thus surrendered, accompanied by tender or payment as hereinbefore or hereinafter provided, is referred to herein as the “Exercise Date.” The Company shall issue and deliver to Investor certificates for the proper number of Warrant Shares upon exercise of this Warrant within ten (10) days after the Exercise Date, and such Warrant Shares shall be deemed issued and the Investor deemed the Investor of record of such Warrant Shares, for all collection charges. If notice purposes as of the exercise opening of business on the Option is given by Exercise Date, notwithstanding any delay in the person or persons other than actual issuance. (b) Notwithstanding anything herein to the Employee, the Company may requirecontrary, as a condition precedent to the exercise of this Warrant and at any time thereafter as may be reasonably requested by the OptionCompany, the submission Investor agrees to execute and to become a party to, such stock restriction agreements, shareholders’ agreements, voting trust agreements, voting agreements, right of first refusal agreements, co-sale agreements, lock-up agreements, and other agreements regarding the Common Stock of the Company in such form(s) as the Company may determine from time to time in its sole discretion. (c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Warrant Shares which would result in the issuance of shares of Common Stock to the Investor representing more than the applicable percentage under the rules of the NYSE Amex that would require stockholder approval of the issuance thereof.1 In the event that Investor has delivered a written subscription to the Company to purchase Warrant Shares in an amount that would require stockholder approval (after taking into account all shares of appropriate proof of Common Stock acquired by the right of such person or person Investor pursuant to exercise this Warrant and the Option. Certificate for Shares so purchased will be issued MGT Warrant), the Company shall as soon as practicable after receipt thereof, but in no event later than sixty (60) days thereafter, hold a meeting of its stockholders for the approval of the issuance of such Warrant Shares. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall bear a restrictive legend stating use commercially reasonable efforts to solicit its stockholders’ approval of the issuance of such Warrant Shares and to cause its board of directors to recommend to the stockholders that the Shares have not been registered under the Securities Act they approve such proposal. 1 The number of 1933shares outstanding as of May 9, that the shares have been acquired for investment purposes and not with a view to distribution or resale2012 was 2,105,187, and that the Shares may not be soldas such, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject obtain shareholder approval prior to the OptionInvestor acquiring more than 421,016 shares of Common Stock pursuant to this Warrant and the MGT Warrant.

Exercise Procedure. Subject a. This Warrant may be exercised in whole or in part at any time during the Exercise Period, provided however, if the last day of the Exercise Period is a day on which federal or state chartered banking institutions located in the State of Florida are authorized by law to close, then the last day of the Exercise Period shall be deemed to be the next succeeding day which shall not be such a day, by presentation and surrender to the terms and conditions set forth herein, Corporation at its principal office of this Warrant accompanied by the Option is exercisable by a written notice form of Exercise Agreement attached hereto as Exhibit 1 signed by the Employee and Holder b. Certificates for the shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Corporation to the Company at its executive officesHolder within five (5) business days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, signifying the Employee's election to exercise Corporation will prepare a new Warrant representing the Optionrights formerly represented by this Warrant that have not expired or been exercised. The notice must state the number of Shares as to which the Employee's Option is being exercisedCorporation will, must contain a statement by the Employee within such five (in a form acceptable 5) day period, deliver such new Warrant to the Company) that such Shares are being acquired by Holder at the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price address set forth in this Warrant. c. The shares of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of Common Stock issuable upon the exercise of this Warrant will be deemed to have been transferred to the Option is given Holder on the Exercise Date, and the Holder will be deemed for all purposes to have become the record holder of such Common Stock on the Exercise Date. d. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant will be made without charge to the Holder of any issuance tax in respect thereof or any other cost incurred by the Corporation in connection with such exercise and related transfer of the shares; provided, however, that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Holder of this Warrant, and that the Corporation shall not be required to issue or deliver any such certificate or instrument unless and until the person or persons other than requiring the Employee, issue thereof shall have paid to the Company may require, as a condition Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. e. The shares of Common Stock issuable upon the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares this Warrant have not been registered under the Securities Act of 1933, as amended (the "Act") and, accordingly, will be "restricted securities" as that term is defined in the Act. The Corporation may insert the following or similar legend on the face of the certificates evidencing shares of Common Stock if required in compliance with state securities laws: "These securities have not been acquired for investment purposes registered under any state securities laws and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, sold or otherwise transferred without or disposed of except pursuant to an effective registration statement for such shares under the Securities Act of 1933 and any applicable state securities laws laws, or an opinion of counsel satisfactory to counsel to the Corporation that an exemption from registration under any applicable state securities laws is available." The Holder shall have piggyback registration rights for any Common Shares in connection with any registration statement filed by the Company to register securities of the effect that Company for sale to the public (except a registration is not required under such lawsstatement filed in connection with an acquisition or exchange offering). The shares would be included in the next registration statement at the option of the Holder" The Company shall give prompt written notice to the Holder of any such proposed registration, and the Holder shall inform the Company, howeverwithin 20 days after receipt of such notice, shall not be required if it wishes to issue or deliver a certificate for register any of its Common Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which in the Company's Stock may then be listed registration Statement. If the Holder does not so information the Company, the Company shall have the right to assume that Holder does not wish to register any of its Common Shares i▇ ▇▇▇ Company's registration statement. The Company shall pay all costs and all applicable state laws in connection with the issuance or sale expenses of such Shares registration, excluding fees and expense of counsel for Holder and underwriting discounts, commissions, or the listing expenses of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder Holder with respect to Shares subject to the Optionsale of its Common Shares.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to (a) The Holder may exercise the Option. The notice must state right to subscribe for and purchase the number of Common Shares as herein provided for by delivering to which the Employee's Option is being exercisedCorporation prior to the Expiry Time at its principal office this Warrant Certificate, must contain a statement with the subscription form attached hereto duly completed and executed by the Employee Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (in a form or such other method of payment acceptable to the CompanyCorporation) that such Shares are being acquired by the Employee for investment and not with a view payable to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice Corporation in an amount equal to the aggregate Exercise Price in respect of the exercise Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder). (b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Option is given by Corporation in respect of the person Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or persons other than the Employee, the Company may require, as a condition certificates to be mailed to the exercise of Holder hereof at the Option, the submission to the Company of appropriate proof of the right of address or addresses specified in such person or person to exercise the Option. Certificate for Shares so purchased will be issued subscription as soon as practicable practicable, and shall bear a restrictive legend stating that in any event within five Business Days of such delivery. (c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of 1933, that any state of the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares United States. This Warrant may not be soldexercised in the United States or by or on behalf of any U.S. Person or person in the United States, assigneddirectly or indirectly, pledged, hypothecatedunless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or otherwise transferred without (ii) an effective exemption from such registration statement for requirements is available. (d) In the event that any Warrants are exercised before May [I], 2025, the certificate(s) representing the Common Shares issued upon such shares exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the Securities Act holder of 1933 any such legended certificate, provides the Corporation with evidence satisfactory in form and applicable state securities laws or substance to the Corporation (which may include an opinion of counsel satisfactory to the Company Corporation) to the effect that registration such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend. (e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation. (f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 - Take Over Bids and Issuer Bids, in excess of 9.98% (the "Maximum Percentage") of the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is not required under or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such lawsHolder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. The For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 - Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation's most recent annual information form, interim or annual management's discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, however, shall not be required to issue or deliver a certificate for (3) any Shares until it has complied with all requirements of other notice by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which Company or the Company's Stock may transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the "Reported Outstanding Share Number"). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then be listed and all applicable state laws in connection outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the issuance Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or sale conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of such outstanding Common Shares or is less than the listing of such Shares on such exchange. Until Reported Outstanding Share Number, the issuance Company shall (i) notify the Holder in writing of the certificate for number of Common Shares then outstanding and, to the extent that such Sharesexercise notice would otherwise cause the Holder's, together with the Attribution Parties', beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Employee Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or such other person as may be entitled to exercise the Option, shall have none of securities of the rights Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of a stockholder with respect to Shares subject which the Reported Outstanding Share Number was reported. By written notice to the OptionCorporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such change.

Exercise Procedure. Subject (a) The Holder may exercise the right to subscribe and purchase the terms and conditions set forth hereinnumber of Warrant Shares herein provided, the Option is exercisable by a written notice signed by the Employee and delivered delivering to the Company prior to the Expiry Time at its executive officesoffice set out in section 25 hereof (or as at such other address the Company may notify the Holder in accordance with the terms hereof) this Warrant Certificate, signifying the Employee's election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement Subscription Form attached hereto duly completed and executed by the Employee (Holder or its legal representative or attorney, duly appointed by an instrument in a writing in form acceptable and manner satisfactory to the Company) that such Shares are being acquired by the Employee for investment and not Company (acting reasonably), together with a view certified cheque, bank draft payable to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice or wire transfer in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Company at its office set out, and in the manner set forth in Section 25 hereof (or to such other address as the Company may notify the Holder in accordance with the terms hereof). (b) Upon such delivery and payment as aforesaid, the Company shall as soon as possible cause to be issued to the Holder hereof the Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Company in respect of the Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery and payment of a certificate evidencing the Warrant Shares and the Company shall cause such certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five (5) Business Days of such delivery and payment. (c) The Warrants evidenced by this Warrant Certificate and the Warrant Shares issuable upon exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares Warrants have not been and will not be registered under the U.S. Securities Act or under state securities laws of 1933any state in the United States. Accordingly, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares Warrants evidenced hereby may not be sold, assigned, pledged, hypothecated, transferred or otherwise transferred without exercised in the United States or by or on behalf of a U.S. Person or a person in the United States unless an effective exemption is available from the registration statement for such shares under requirements of the U.S. Securities Act of 1933 and applicable state securities laws or and the holder of this Warrant Certificate has furnished an opinion of counsel of recognized standing or such other documentation in form and substance satisfactory to the Company (acting reasonably) to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933effect, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Optionapplicable.

Exercise Procedure. Subject (a) This Warrant may be exercised, in whole or in part, or from time to time, prior to the terms Expiration Date, by presenting it and conditions set forth hereintendering the Exercise Price, at the Option option of the Holder (i) in legal tender, (ii) by bank cashier's or certified check, or (iii) by cancellation of indebtedness owing under the Debenture held by Holder, at the principal office of the Company along with written subscription substantially in the form of Exhibit "A" attached hereto. The date on which this Warrant is exercisable thus surrendered, accompanied by a written notice signed tender or payment as hereinbefore or hereinafter provided, is referred to herein as the "Exercise Date." The Company shall forthwith at its sole expense (including the payment of issue taxes), issue and deliver to Holder certificates for the proper number of Warrant Shares upon exercise of this Warrant within 10 days after the Exercise Date, and such Warrant Shares shall be deemed issued and the Holder deemed the holder of record of such Warrant Shares, for all purposes as of the opening of business on the Exercise Date, notwithstanding any delay in the actual issuance. (b) The Company shall pay any and all documentary, stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Warrant Shares. (c) If the Holder exercises this Warrant in part, this Warrant shall be surrendered by the Employee and delivered Holder to the Company at its executive offices, signifying and a new Warrant of the Employee's election to exercise same tenor and for the Optionunexercised number of Warrant Shares shall be executed by the Company. The notice must state Company shall register the number of Shares as to which new Warrant in the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price name of the Shares being purchased. Payment shall be Holder or in cash, such name or by certified or bank cashier's check payable names of its transferee pursuant to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person paragraph (12) hereof as may be directed in writing by the Holder and deliver the new Warrant to the Person or Persons entitled to exercise receive the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Optionsame.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable Warrants may be exercised by a written notice signed by the Employee and delivered their surrender to the Company at its the Warrant Agent's principal executive officesoffices in Charlotte, signifying North Carolina, with the Employee's election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercisedpurchase form attached thereto duly completed and executed, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price payment of the aggregate Exercise Price for the Warrant Shares being purchasedto be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, or by a certified or bank cashier's check payable to the order of the Company or by wire transfer to an account designated by the Company, free from (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all collection chargestransfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. If notice The Warrant Agent shall promptly forward to the Company all monies and certificates for shares of Common Stock received by the Warrant Agent for the purchase of shares of Common Stock through the exercise of Warrants. Promptly after the Option is given by exercise of any Warrants and the person or persons other than payment of the EmployeeExercise Price, upon compliance with Section 6 hereof, the Company may requireshall issue a certificate or certificates for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchase, together with cash as provided in Section 11 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate representing all remaining unexercised Warrants. The Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate(s) pursuant to the provisions of this Section and of Section 4 of this Warrant Agreement and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and listed on the NYSE or on such other national securities exchange or Nasdaq National Market, as a condition the case may be, on which such Common Stock is listed or included. Upon compliance with Section 6 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued in such names and denominations, and shall be delivered to the exercise such persons, as are specified by written instructions of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionHolder.

Exercise Procedure. Subject (a) This Warrant will be deemed to have been exercised at such time as the terms and conditions set forth hereinCompany has received all of the following items (the "Exercise Date"): (i) a completed Exercise Agreement, in the Option is exercisable by a written notice signed form attached hereto as Exhibit 1 hereto, executed by the Employee and delivered Holder (the "Purchaser"); and (ii) a cashier's or official bank check or other immediately available funds payable to the Company at its executive offices, signifying in an amount equal to the Employee's election to exercise sum of the Option. The notice must state product of the Exercise Price multiplied by the number of Shares as shares of Common Stock being purchased upon such exercise. (b) Certificates for the shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Company to which the Employee's Option is being Purchaser within five (5) business days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, must contain the Company will prepare a statement new Warrant representing the rights formerly represented by the Employee this Warrant that have not expired or been exercised. The Company will, within such five (in a form acceptable 5) day period, deliver such new Warrant to the CompanyHolder at the address set forth in this Warrant. (c) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price The shares of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of Common Stock issuable upon the exercise of this Warrant will be deemed to have been transferred to the Option is given by Purchaser on the person or persons other than Exercise Date, and the Employee, Purchaser will be deemed for all purposes to have become the Company may require, as a condition to record holder of such Common Stock on the Exercise Date. (d) The issuance of certificates for shares of Common Stock upon the exercise of the Option, the submission this Warrant will be made without charge to the Purchaser for any issuance tax in respect thereof or any other cost incurred by the Company of appropriate proof in connection with such exercise and related transfer of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933shares; provided, however, that the shares have been acquired for investment purposes Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and not with delivery of any certificate or instrument in a view to distribution or resalename other than that of the Holder of this Warrant, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a any such certificate for any Shares or instrument unless and until it has complied with all requirements the person or persons requiring the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of Company that such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Optiontax has been paid.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's Employee"s election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Option.

Exercise Procedure. Subject ‌ (a) The Holder may exercise the right to subscribe and purchase the terms and conditions set forth hereinnumber of Warrant Shares herein provided, the Option is exercisable by a written notice signed by the Employee and delivered delivering to the Company prior to the Expiry Time at its executive officesoffice set out in Section 27 hereof (or as at such other address the Company may notify the Holder in accordance with the terms hereof) this Warrant Certificate, signifying the Employee's election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement Exercise Notice attached hereto duly completed and executed by the Employee (Holder or its legal representative or attorney, duly appointed by an instrument in a writing in form acceptable and manner satisfactory to the Company) that such Shares are being acquired by the Employee for investment and not Company (acting reasonably), together with a view certified cheque, bank draft payable to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice or wire transfer in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Company at its office set out, and in the manner set forth in Section 27 hereof (or to such other address as the Company may notify the Holder in accordance with the terms hereof). (b) Upon such delivery and payment as set out in Section 3(a), the Company shall as soon as possible cause to be issued to the Holder hereof the Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Company in respect of the Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate or DRS evidencing the Warrant Shares (at the election of the Holder) and the Company shall cause such certificates or DRS to be mailed to the Holder hereof at the address or addresses specified in such Exercise Notice as soon as practicable, and in any event within two (2) Business Days of such delivery and payment. Any Late Issuance shall be governed by the provisions of Section 18 of this Warrant Certificate. (c) The Warrants evidenced by this Warrant Certificate and the Warrant Shares issuable upon exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares Warrants have not been and will not be registered under the U.S. Securities Act or under state securities laws of 1933any state in the United States. Accordingly, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares Warrants evidenced hereby may not be sold, assigned, pledged, hypothecated, transferred or otherwise transferred without exercised in the United States or by or on behalf of a U.S. Person or a Person in the United States unless an effective exemption is available from the registration statement for such shares under requirements of the U.S. Securities Act of 1933 and applicable state securities laws or and the holder of this Warrant Certificate has furnished an opinion of counsel of recognized standing or such other documentation in form and substance satisfactory to the Company (acting reasonably) to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933effect, as amendedapplicable, and if Warrants are so exercised, the Securities Exchange Act of 1934, certificate representing the Shares shall bear the necessary legends as amended, any stock exchange on which determined by legal counsel for the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Option.

Exercise Procedure. Subject i. In order to the terms and conditions set forth hereinexercise this Warrant, the Option is exercisable by a written notice signed by the Employee and delivered in whole or in part, Holder shall deliver to the Company at its executive officesprincipal office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, signifying ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or at such other office as shall be designated by the EmployeeCompany: (i) written notice of ▇▇▇▇▇▇'s election to exercise the Option. The this Warrant, which notice must state shall specify the number of Shares as shares of Common Stock to which the Employee's Option is being exercised, must contain a statement by the Employee be purchased pursuant to such exercise; (in a form acceptable to the Companyii) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified check or bank cashier's check draft payable to the order of the Company, free from all collection charges. If notice Company in the amount of the exercise of the Option is given Exercise Price multiplied by the person or persons other than the Employeenumber of shares of Common Stock to be purchased pursuant to such exercise; and (iii) this Warrant, properly indorsed. ii. Upon receipt thereof, the Company may requireshall, as promptly as practicable, execute and deliver or cause to be executed and delivered to such Holder a condition certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise. The stock certificate or certificates so delivered shall be registered in the name of such Holder, or such other name as shall be designated in said notice. iii. This Warrant shall be deemed to the exercise have been exercised and such certificate or certificates shall be deemed to have been issued, and such 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 Optiondate that said notice, together with said payment and this Warrant, is received by the submission Company as aforesaid. The Holder of this Warrant shall not, by virtue of its ownership of this Warrant, be entitled to any rights of a shareholder in the Company, either at law or in equity; provided, however, such Holder shall, for all purposes, be deemed to have become the Holder of record of such shares on the date on which this Warrant is surrendered to the Company of appropriate proof as contemplated in the immediately preceding sentence. If the exercise is for less than all of the right shares of Common Stock issuable, as provided in this Warrant, the Company will issue a new Warrant of like tenor and date for the balance of such person or person shares issuable hereunder to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933Holder, that the shares have been acquired for investment purposes and not with a view record of any such exercises to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to maintained by the Company for the purpose of determining the number of outstanding shares of Common Stock subject to this Warrant and the effect that registration is not required under applicable Exercise Price pursuant to SECTION 2, such lawsrecord to be determinative of the number of outstanding shares of Common stock subject to this Warrant and the Exercise Price absent manifest error. The CompanyHolder of this Warrant, howeverby its acceptance hereof, shall not consents to and agrees to be required bound by and to issue or deliver a certificate for any Shares until it has complied comply with all requirements of the Securities Act provisions of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Optionthis Warrant.

Exercise Procedure. Subject to the terms foregoing and conditions set forth hereinthe other ------------------ provisions hereof, the Option is exercisable Warrantholder may exercise this Warrant from time to time by (i) delivering (which may be by fax) a duly executed Warrant Exercise Form in the form attached hereto (the "Exercise Agreement") to the Company on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and (ii) making payment to the Company either (A) in cash, by certified or official bank check or by wire transfer of immediately available funds for the account of the Company, of the Warrant Price for the Warrant Shares specified in the Exercise Agreement or (B) by delivery to the Company of a written notice signed by of an election to effect a "Cashless Exercise" (as defined below) for the Employee and Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or such holder's designee, as the record owner of such shares, as of the close of business on the date on which the completed Exercise Agreement shall have been delivered to the Company at its executive offices(or such later date as may be specified in the Exercise Agreement). Certificates for the Warrant Shares so purchased, signifying representing the Employee's election aggregate number of shares specified in the Exercise Agreement, shall be promptly delivered to exercise the OptionWarrantholder within a reasonable time, not exceeding three (3) business days after this Warrant shall have been so exercised. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment certificates so delivered shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given such denominations as may be requested by the person or persons other than Warrantholder and shall be registered in the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right name of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee holder or such other person name as may shall be entitled to exercise the Option, designated by such holder. If this Warrant shall have none of the rights of a stockholder with respect to Shares subject to the Option.have

Exercise Procedure. Subject a. This Warrant will be deemed to have been exercised at such time as the terms and conditions set forth hereinCompany has received all of the following items (the "Exercise Date"): i. a completed Exercise Agreement, in the Option is exercisable by a written notice signed form attached hereto as Exhibit 1 hereto, executed by the Employee and delivered Holder (the "Purchaser"); and ii. a cashier's or official bank check or other immediately available funds payable to the Company at its executive offices, signifying in an amount equal to the Employee's election to exercise sum of the Option. The notice must state product of the Exercise Price multiplied by the number of Shares as shares of Common Stock being purchased upon such exercise. b. Certificates for the shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Company to which the Employee's Option is being Purchaser within five (5) business days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, must contain the Company will prepare a statement new Warrant representing the rights formerly represented by the Employee this Warrant that have not expired or been exercised. The Company will, within such five (in a form acceptable 5) day period, deliver such new Warrant to the Company) that such Shares are being acquired by Holder at the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price address set forth in this Warrant. c. The shares of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of Common Stock issuable upon the exercise of this Warrant will be deemed to have been transferred to the Option is given Purchaser on the Exercise Date, and the Purchaser will be deemed for all purposes to have become the record holder of such Common Stock on the Exercise Date. d. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant will be made without charge to the Purchaser for any issuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and related transfer of the shares; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Holder of this Warrant, and that the Company shall not be required to issue or deliver any such certificate or instrument unless and until the person or persons other than requiring the Employeeissue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. e. Unless the Company shall have registered the shares of Common Stock underlying this Warrant pursuant to the provisions of Section 6 hereof, the Company may require, as a condition to shares of Common Stock issuable upon the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares this Warrant have not been registered under the Securities Act of 1933, as amended (the "Act") and, accordingly, will be "restricted securities" as that term is defined in the Act. The Company may insert the following or similar legend on the face of the certificates evidencing shares of Common Stock if required in compliance with state securities laws: "These securities have not been acquired for investment purposes registered under any state securities laws and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, sold or otherwise transferred without or disposed of except pursuant to an effective registration statement for such shares under the Securities Act of 1933 and any applicable state securities laws laws, or an opinion of counsel satisfactory to counsel to the Company to the effect that an exemption from registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state securities laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Optionis available."

Exercise Procedure. Subject to In the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election event that Grantee wishes to exercise the Grantor Option. The , Grantee shall deliver to Grantor written notice must state (an "Exercise Notice") specifying the total number of Shares as shares of Grantor Common Stock that Grantee wishes to which purchase (the Employee's "Option is being exercised, must contain a statement Shares"). To the extent permitted by law and the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price Certificate of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933Incorporation, as amended, of Grantor (the Securities Exchange Act "Grantor Charter"), and provided that the conditions set forth in Section 3 to Grantor's obligation to issue the shares of 1934Grantor Common Stock to Grantee hereunder have been satisfied or waived, Grantee shall, upon delivery of the Exercise Notice and tender of the applicable aggregate Exercise Price (as amendeddefined in Section 2(e) below), any immediately be deemed to be the holder of record of the Option Shares, notwithstanding that the stock exchange transfer books of Grantor shall then be closed or that certificates representing the Option Shares shall not theretofore have been delivered to Grantee. Each closing of a purchase of shares of Grantor Common Stock hereunder (a "Closing") shall occur at a place, on a date, and at a time designated by Grantee in an Exercise Notice delivered at least two (2) business days prior to the date of such Closing. Termination of the Grantor Option. Grantee's right to exercise the Grantor Option shall terminate upon the earliest to occur of: the Effective Time of the Merger; the date on which the Company's Stock may then Merger Agreement is properly terminated pursuant to Article VIII thereof other than under circumstances set forth in Sections 2(a)(i) and 2(a)(ii); and thirteen (13) months after the date on which the Merger Agreement is terminated. Notwithstanding the foregoing, with respect to clause (iii) in the immediately preceding sentence, if the Grantor Option cannot be listed and all exercised by reason of any applicable state laws in connection with the issuance judicial or sale of such Shares governmental judgment, decree, order, law or the listing of such Shares on such exchange. Until the issuance of the certificate for such Sharesregulation, the Employee Grantor Option shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal and (y) 5:00 p.m., Atlanta, Georgia time, on the tenth (10th) business day after such impediment shall have been removed; provided, however, that if such judgment, decree or order shall have been obtained at the request of Grantor or any of its Affiliates or a party that has been made or is proposing to make an Acquisition Proposal (as such term is defined in the Merger Agreement) for Grantor, and such judgment, decree or order is vacated, set aside, withdrawn, reversed or otherwise nullified, the time during which the Grantor Option shall remain exercisable shall be extended for as long as such judgment, decree, or order shall be in effect. The rights of Grantee and Grantor set forth in Sections 7 (other person as may be entitled than Section 7(a)(i), and 9 shall not terminate upon termination of Grantee's right to exercise the Option, shall have none of the rights of a stockholder Grantor Option with respect to Shares subject shares acquired prior to termination, but shall extend to the time provided in such sections. Notwithstanding the termination of the Grantor Option, Grantee shall be entitle to purchase the shares of Grantor Common Stock with respect to which Grantee had exercised the Grantor Option prior to such termination.

Exercise Procedure. Subject to In the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election event that Grantee wishes to exercise the Grantor Option. The , Grantee shall deliver to Grantor written notice must state (an "Exercise Notice") specifying the total number of Shares as shares of Grantor Common Stock that Grantee wishes to which purchase (the Employee's "Option is being exercised, must contain a statement Shares"). To the extent permitted by law and the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price Certificate of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933Incorporation, as amended, of Grantor (the Securities Exchange Act "Grantor Charter"), and provided that the conditions set forth in Section 3 to Grantor's obligation to issue the shares of 1934Grantor Common Stock to Grantee hereunder have been satisfied or waived, Grantee shall, upon delivery of the Exercise Notice and tender of the applicable aggregate Exercise Price (as amendeddefined in Section 2(e) below), any immediately be deemed to be the holder of record of the Option Shares, notwithstanding that the stock exchange transfer books of Grantor shall then be closed or that certificates representing the Option Shares shall not theretofore have been delivered to Grantee. Each closing of a purchase of shares of Grantor Common Stock hereunder (a "Closing") shall occur at a place, on a date, and at a time designated by Grantee in an Exercise Notice delivered at least two (2) business days prior to the date of such Closing. Termination of the Grantor Option. Grantee's right to exercise the Grantor Option shall terminate upon the earliest to occur of: the Effective Time of the Merger; the date on which the Company's Stock may then Merger Agreement is properly terminated pursuant to Article VIII thereof other than under circumstances set forth in Sections 2(a)(i) and 2(a)(ii); and thirteen (13) months after the date on which the Merger Agreement is terminated. Notwithstanding the foregoing, with respect to clause (iii) in the immediately preceding sentence, if the Grantor Option cannot be listed and all exercised by reason of any applicable state laws in connection with the issuance judicial or sale of such Shares governmental judgment, decree, order, law or the listing of such Shares on such exchange. Until the issuance of the certificate for such Sharesregulation, the Employee Grantor Option shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal and (y) 5:00 p.m., Omaha, Nebraska time, on the tenth (10th) business day after such impediment shall have been removed; provided, however, that if such judgment, decree or order shall have been obtained at the request of Grantor or any of its Affiliates or a party that has been made or is proposing to make an Acquisition Proposal (as such term is defined in the Merger Agreement) for Grantor, and such judgment, decree or order is vacated, set aside, withdrawn, reversed or otherwise nullified, the time during which the Grantor Option shall remain exercisable shall be extended for as long as such judgment, decree, or order shall be in effect. The rights of Grantee and Grantor set forth in Sections 7 (other person as may be entitled than Section 7(a)(i), and 9 shall not terminate upon termination of Grantee's right to exercise the Option, shall have none of the rights of a stockholder Grantor Option with respect to Shares subject shares acquired prior to termination, but shall extend to the time provided in such sections. Notwithstanding the termination of the Grantor Option, Grantee shall be entitle to purchase the shares of Grantor Common Stock with respect to which Grantee had exercised the Grantor Option prior to such termination.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is Options are exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to exercise the an Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the an Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Option.

Exercise Procedure. Subject to (a) From and after the terms and conditions set forth hereinVesting Date, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to Warrantholder may exercise the Option. The notice must state right to subscribe and purchase the number of Warrant Shares herein provided, by delivering to the Corporation prior to the Expiry Time at its principal office (or at such other location as to which the Employee's Option is being exercised, must contain a statement designated by the Employee (Corporation in a form acceptable writing to the CompanyWarrantholder) that such Shares are being acquired this Warrant Certificate, with the Subscription Form attached hereto duly completed and executed by the Employee for investment Warrantholder or its legal representative or attorney, duly appointed by an instrument in writing in form and not manner satisfactory to the Corporation, together with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified cheque or bank cashier's check draft payable to or to the order of the Company, free from all collection charges. If notice Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or at such other location as designated by the Corporation in writing to the Warrantholder). (b) Upon such delivery and payment as aforesaid, the Corporation shall cause to be issued to the Warrantholder hereof the Warrant Shares subscribed for not exceeding those which such Warrantholder is entitled to purchase pursuant to this Warrant Certificate and the Warrantholder hereof shall become a shareholder of the Corporation in respect of the Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery and payment of a certificate evidencing the Warrant Shares and the Corporation shall cause such certificates to be mailed to the Warrantholder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five (5) Business Days after such delivery and payment. (c) The certificate or certificates representing Warrant Shares issued before July 24, 2015 upon exercise of the Option is given by Warrants represented hereby shall be impressed with the person or persons other than legend substantially in the Employee, following form: (d) These Warrants and the Company may require, as a condition to the Warrant Shares issuable upon exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares these Warrants have not been and will not be registered under the U.S. Securities Act or under state securities laws of 1933any state in the United States. Accordingly, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares these Warrants may not be sold, assigned, pledged, hypothecated, exercised in the United States or otherwise transferred without by or on behalf of a U.S. Person or a person in the United States unless an effective exemption is available from the registration statement for such shares under requirements of the U.S. Securities Act of 1933 and applicable state securities laws or and the holder of these Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company Corporation to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933effect, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Optionapplicable.

Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to (a) The Holder may exercise the Option. The notice must state right to subscribe for and purchase the number of Common Shares herein provided for by delivering to the Corporation prior to the Expiry Time at the office of the Registrar and Transfer Agent, as to which set out above, this Certificate, with the Employee's Option is being exercised, must contain a statement subscription form attached hereto as Exhibit A duly completed and executed by the Employee (Holder or the Holder’s legal representative or attorney, duly appointed by an instrument in a writing in form acceptable and manner satisfactory to the Company) that such Shares are being acquired by the Employee for investment and not Corporation, together with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified cheque or bank cashier's check draft payable to or to the order of the Company, free from all collection charges. If notice Corporation in an amount equal to the aggregate Exercise Price in respect of the exercise Warrants so exercised. This Certificate shall be deemed to be surrendered only upon delivery thereof to the Corporation at the office of the Option is given by Registrar and Transfer Agent as set forth herein (or to such other address as the person or persons other than Corporation may notify the EmployeeHolder). (b) Upon such delivery as aforesaid, the Company may require, as a condition Corporation shall cause to be issued to the exercise Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Certificate and the Holder hereof shall become a shareholder of the Option, Corporation in respect of the submission Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed to the Company of appropriate proof of Holder at the right of address or addresses specified in such person or person to exercise the Option. Certificate for Shares so purchased will be issued subscription as soon as practicable practicable, and in any event within five Business Days of such delivery. (c) In the event that this Warrant is exercised before October 6, 2013, the certificate representing the Common Shares issued upon such exercise shall bear a restrictive the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 6, 2013”. provided that, if at any time, in the opinion of counsel to the Corporation, such legend stating that the Shares have not been registered is no longer necessary or advisable under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecatedany such securities laws, or otherwise transferred without an effective registration statement for the holder of any such shares under legended certificate, provides the Securities Act of 1933 Corporation with evidence satisfactory in form and applicable state securities laws or substance to the Corporation (which may include an opinion of counsel satisfactory to the Company Corporation) to the effect that registration such legend is not required under required, such laws. The Company, however, shall not legended certificate may thereafter be required surrendered to issue or deliver the Corporation in exchange for a certificate for which does not bear such legend. (d) Neither the Warrants represented by this Certificate nor the Common Shares issuable upon exercise of this Warrant are registered under the 1933 Act or the securities laws of any Shares until it has complied with all requirements state of the Securities Act of United States, accordingly, all certificates representing Common Shares shall also bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, as amendedAS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, the Securities Exchange Act of 1934BY PURCHASING SUCH SECURITIES, as amendedAGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchangeSOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY; (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the OptionTHE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON STOCK EXCHANGES.

Exercise Procedure. Subject The Holder may exercise the right of purchase herein provided for by surrendering or delivering to the terms Company prior to the Expiry Time at its principal office: (a) this Warrant, with the Subscription Form duly completed and conditions set forth herein, the Option is exercisable by a written notice signed executed by the Employee Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and delivered manner satisfactory to the Company, and (b) cash or a certified cheque, money order or bank draft payable to or to the order of the Company in lawful money of Canada in an amount equal to the Exercise Price multiplied by the number of Common Shares for which subscription is being made. Any Warrant and cash, certified cheque, money order or bank draft referred to in the foregoing clauses (a) and (b) shall be deemed to be surrendered only upon delivery thereof to the Company at its executive officesprincipal office in the manner provided in Section 26. This Warrant is exchangeable, signifying upon the Employee's election surrender hereof by the Holder, for new certificates of like tenor representing, in the aggregate, warrants entailing the right to exercise subscribe for the Option. The notice must state the same number of Common Shares as to which may be subscribed for hereunder. This Warrant and the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Common Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the issuable upon exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares this Warrant have not been and will not be registered under the U.S. Securities Act or under state securities laws of 1933any state in the United States. Accordingly, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares this Warrant may not be sold, assigned, pledged, hypothecatedtransferred to, or otherwise transferred without be exercised by or on behalf of, a person in the United States or a U.S. Person, unless an effective exemption from registration statement for such shares is available under the U.S. Securities Act of 1933 and applicable state securities laws or and the Holder has furnished an opinion of counsel of recognized standing or other evidence in form and substance satisfactory to the Company to such effect, and if the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amendedWarrants are so exercised, the Securities Exchange Act of 1934, certificates representing the Common Shares shall bear the appropriate legends as amended, any stock exchange on which determined by legal counsel for the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Option.