Common use of Exercise Clause in Contracts

Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.

Exercise. Subject to the provisions of this Section 8.6, the Warrant and Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), which shall be irrevocable except as set forth in this AgreementSection 8.6(a). The redemption shall occur on the Specified Redemption Date; provided, however, a Warrant countersigned by the Warrant Agent Specified Redemption Date shall not occur until such later date as may be exercised by specified pursuant to any agreement with an Original Limited Partner. An Original Limited Partner may exercise a Redemption Right any time and any number of times. A Redeeming Partner may not exercise the Registered Holder thereof by notice in writing to the office Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Warrant Agent, Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice a Redemption Right hereunder and (ii) the issuance of Exercise shall be required, nor shall any medallion guarantee (or other type a Share Amount pursuant to the exercise of guarantee or notarization) a Redemption Right would violate the provisions of any Notice of Exercise form be required. Upon delivery Section 5.2 of the Notice Articles of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record Incorporation as a result of the Warrant ownership of such Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price so acquired by such Original Limited Partner (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the date exercise of such purchases. The Company shall deliver any objection Redemption Right to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of comply with the provisions of this paragraph, following the purchase of a portion said Section 5.2 of the Warrant Shares hereunderArticles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the number amount which would be payable to such Redeeming Partner pursuant to Section 5.3 of Warrant the Articles of Incorporation if such Excess Shares available for purchase hereunder at were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Section 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any given time may be less than the amount stated on the face thereofform of waiver or exemption thereunder.

Exercise. Subject Optionee shall exercise the Option by delivering a notice (the "Exercise Notice") to Lonstein specifying (i) the provisions number of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Option Shares with respect to which it intends to exercise the Warrant has been exercisedOption, irrespective and (ii) a date not less than three business days nor more than ten business days after the date on which the Exercise Notice is dated, on which the purchase and sale contemplated thereby is to be consummated (the "Option Closing Date"); provided, that, to the extent necessary, any Option Closing Date shall be automatically delayed until that date which is three business days after the termination or expiration of all applicable waiting periods under the HSR Act. No Exercise Notice shall be delivered after May 10, 2007. On the Option Closing Date, Lonstein will deliver to Optionee, at the offices of White & Case LLP, 1155 Avenue of the date of delivery of Americas, New York, New York, a certificate or certificates representing the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of ExerciseOption Shares being purchased. Notwithstanding anything herein Optionee will purchase such Option Shares from Lonstein by delivering to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in Lonstein an amount equal to the applicable number then effective Purchase Price per share of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing Common Stock multiplied by the number of Warrant Option Shares to be purchased and on the date of such purchasesrelevant Option Closing Date. The Company aggregate Purchase Price with respect to the purchased Option Shares shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, be paid by acceptance certified or bank cheque delivered in the amount of the Warrant, acknowledge and agree that, by reason of aggregate Purchase Price tendered to Lonstein at the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any Option closing; provided that upon notice to Optionee given time may be not less than two business days prior to the amount stated on Closing Date, Lonstein may require that the face thereofaggregate Purchase Price with respect to the purchased Option Shares be paid by wire transfer of immediately available funds to an account or accounts designated by Lonstein at least two business day prior to the Option Closing Date.

Exercise. Subject to the provisions (a) Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised by the Registered Holder thereof by notice in writing commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the office conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders or redeemed by the Company as follows: Exercise of Warrants shall be accomplished upon surrender of the Warrant AgentCertificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its business office, together with payment to the Warrant Agent of the Exercise Price (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid by certified or bank cashier's check, payable in lawful money of the United States of America to the order of the Warrant Agent, who shall in good certified turn make prompt payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issued thereby as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised in the manner described in this subsection (a), the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause payment in cash or by check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of Company, equal to the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than of such Warrants, to be deposited promptly in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered Company's bank account or paid directly to the Company. Partial exercises of a Warrant resulting in purchases of a portion of , as specified by the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany.

Exercise. Subject (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company of a duly executed facsimile copy of the Warrant and this Agreement, a Warrant countersigned by Notice of Exercise Form annexed hereto (or such other office or agency of the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of such Holder appearing on the books of the Warrant AgentCompany); and, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money within 3 Trading Days of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original date said Notice of Exercise is delivered to the Company, the Company shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided received payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exerciseshares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days 3 Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised at a price (the "Exercise Price") of $1.00 per share, in whole or in part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on June 30, 2002, unless extended by the Company's Board of Directors (the "Exercise Period"), at any time during such period that the Company's Registration Statement with respect to the Warrant Shares is effective and this Agreement, a Warrant countersigned by current. The Company shall promptly notify the Warrant Agent may of the effectiveness of such Registration Statement, any suspension of effectiveness and of any such extension of the Exercise Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and will be delivered together with payment to the office Warrant Agent at 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, (the "Corporate Office") or such other place as designated by the Company, in cash or by official bank or certified check, of the Warrant Agent, or an amount equal to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in good certified check Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the exercising Registered Holder or good bank draft payable to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Warrant Agent within three (3) trading days of Company. Upon the exercise of any Warrant. No ink-original Notice of Exercise , the Warrant Agent shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery promptly deposit the payment into a segregated account established by mutual agreement of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of Company and the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than Agent at a federally insured commercial bank. All funds deposited in the case of escrow account will be disbursed on a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant weekly basis to the Company until the Registered Holder has purchased all of once they have been determined by the Warrant Shares available under Agent to be collected funds. Once the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the Company for cancellation within three (3) trading days shareholder, will be deducted from the exercise fee submitted prior to distribution of the date the final Notice of Exercise is delivered funds to the Company. Partial exercises A detailed accounting statement relating to the number of a shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the exercise periods. A complete accounting will be made by the Warrant resulting in purchases Agent to the Company concerning all persons exercising Warrants, the number of a portion shares issued and the amounts paid at the completion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchasedExercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Warrants shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and agree that, purchased the shares of Common Stock prior to the record date fixed by reason the Board of Directors of the provisions Company for the determination of this paragraph, following the purchase holders of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCommon Stock entitled to such dividend or other right.

Exercise. Subject To the extent that the SAR becomes and remains exercisable as provided in Section 3 and subject to any reasonable administrative regulations as the Board or the Committee may have adopted, the SAR may be exercised, in whole or in part, by notice to the provisions Secretary of the Warrant and this Agreement, a Warrant countersigned by Company or the Warrant Agent may be exercised by the Registered Holder thereof by notice Option Administration Department in writing given 15 business days prior to the office date on which the Grantee expects to exercise the SAR (the “Exercise Date”), specifying the number of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant SAR Shares with respect to which the Warrant has been exercisedSAR is being exercised (the “Exercise Shares”) and the expected Exercise Date, irrespective provided that if shares of Common Stock are traded on a U.S. national securities exchange or bid and ask prices for shares of Common Stock are quoted over the NASDAQ National Market (“NASDAQ”) operated by the National Association of Securities Dealers, Inc., notice may be given five business days before the Exercise Date. Upon exercise of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrarySAR, the Registered Holder Grantee shall not be required entitled to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of receive a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have shares of Common Stock (the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount “Net SAR Shares”) equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing quotient obtained by dividing x by y, where: x = the number of Warrant Exercise Shares purchased and multiplied by the date excess, if any, of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1A) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase Fair Market Value of a portion share of Common Stock on the Warrant Shares hereunderExercise Date over (B) the Exercise Price, and y = the Fair Market Value of a share of Common Stock on the Exercise Date. No fractional share of Common Stock shall be issued to make any payment with respect to the SAR; if any fractional share would be issuable, the number of Warrant Net SAR Shares available for purchase hereunder at payable to the Grantee shall be rounded down to the next whole share (no payment of cash, shares or other consideration shall be made with respect to any given time fractional share). The Company may be less than require the amount stated on Grantee to furnish or execute any other documents that the face thereofCompany reasonably deems necessary (i) to evidence the exercise, (ii) to determine whether registration is then required under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and (iii) to comply with or satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any other law.

Exercise. Subject Each Tag-along Stockholder shall exercise its right to participate in a Tag-along Sale by delivering to the provisions Selling Stockholders a notice (a “Tag-along Notice”) stating its election to do so and specifying the number of its Company Shares it desires to Transfer in such Tag-along Sale (up to the maximum number it is permitted to Transfer pursuant to this Section 3.04) no later than twenty (20) days after receipt of the Warrant Sale Notice (the “Tag-along Period”). The election by a Tag-along Stockholder set forth in its Tag-along Notice shall be irrevocable except as provided in this Section 3.04(c), and this Agreementsuch Tag-along Stockholder shall be bound and obligated, a Warrant countersigned by and entitled, to Transfer such Company Shares in the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing proposed Tag-along Sale on and subject to the office of the Warrant Agent, or to the office of its successor as Warrant Agentterms and conditions set forth in this Section 3.04. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No inkEach Tag-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder along Stockholder shall have the effect right to Transfer in a Tag-along Sale up to the same percentage of lowering its Company Shares as the outstanding percentage of the Company Shares held by the Selling Stockholders being Transferred in such Tag-along Sale. For the avoidance of doubt, if the aggregate number of Warrant Company Shares purchasable thereunder that the Tag-along Participating Stockholders have elected to Transfer in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing Tag-along Sale exceeds the number of Warrant Company Shares purchased and that the date of such purchases. The Company shall deliver any objection Proposed Transferee is willing to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assigneeacquire, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, then the number of Warrant Company Shares available for purchase hereunder at any given time may that each Tag-along Participating Stockholder will Transfer in the Tag-along Sale shall be proportionately reduced until the aggregate number of Company Shares that the Tag-along Participating Stockholders will Transfer in such Tag-along Sale equals the number of Company Shares that the Proposed Transferee is willing to acquire; provided, that in no event will the number of Company Shares that the Tag-along Stockholder is permitted to sell in the Tag-along Sale be reduced to less than the amount stated on same percentage of such Tag-along Stockholder’s Company Shares as the face thereofpercentage of the Company Shares held by the Selling Stockholders being Transferred in such Tag-along Sale. Notwithstanding the foregoing, if the terms of, or agreements for, a Tag-along Sale materially change from those provided in the Sale Notice or if the percentage of the Company Shares owned by the Selling Stockholders to be Transferred in the Tag-along Sale shall change from the percentage set forth in the Sale Notice, the Selling Stockholders shall deliver to each Tag-along Stockholder (whether or not such Tag-along Stockholder has previously sent a timely Tag-along Notice) an updated Sale Notice reflecting such changes and each Tag-along Stockholder shall have the right, exercisable within ten (10) Business Days, to elect to participate in, change its participation in or withdraw its participation in such Tag-along Sale.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarizationCompany) of any Notice of Exercise form be required. Upon delivery a duly executed copy of the Notice of Exercise Form annexed hereto sent by facsimile or as a scanned e-mail attachment to the e-mail address provided by the Company to the Holder and no notarization, medallion stamp guarantee, guarantee or other requirement shall be required of the Holder to effect exercises of the Warrant hereunder. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of deliver the aggregate Exercise Price (other than for the shares specified in the case applicable Notice of Exercise by wire transfer or cashier’s check drawn on a Cashless ExerciseUnited States bank unless the cashless exercise procedure specified in Section 2(c) below is received within three Trading Days of delivery of specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions (a) Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing check made payable to the office Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good certified funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company and the Representative in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredCompany, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and Purchase Price, to be deposited promptly in the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany's bank account.

Exercise. Subject to the provisions of the Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice at any time after the Warrant is detached from the Unit and is separately traded, (the Initial Exercise Date), but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the Warrant Certificate. The Warrants shall be exercisable during such period on each business day that an applicable registration statement with respect to the Common Stock issuable upon exercise is effective. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the office person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder); provided, however, that prior to the date of issuance of such certificates the Warrant Agent shall verify clearance of the checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. The Company may at any time during business hours, examine the records of the Warrant Agent, or including its ledger of original Warrant Certificates returned to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the upon exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofWarrants.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check Company) of a duly executed facsimile copy (or good bank draft payable to the order e-mail attachment) of the Warrant Agent within three (3) trading days Notice of Exercise in the exercise of any Warrantform annexed hereto. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall shall, but without delaying the Company’s requirement to deliver Warrant Shares on the applicable Warrant Share Delivery Date (as defined below), surrender the this Warrant to the Company for cancellation within three (3) trading days of as soon as practicable following the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Trading Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may SARs shall be exercised by the Registered Holder thereof by notice in writing delivery to the office Company of the Warrant Agent, written or other notice of exercise acceptable to the office Company, setting forth the number of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money shares of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares Stock with respect to which the Warrant has been SAR is to be exercised, irrespective . The date of exercise of the SAR shall be the date of delivery on which the Company shall have received notice from the Grantee of the Warrant Shares; provided payment exercise of such SAR. SARs granted in tandem with the grant of an Option may be exercised for all or part of the aggregate Exercise Price (other than in shares of Stock subject to the case of a Cashless Exercise) is received within three Trading Days of delivery related Option upon the surrender of the Notice of Exercise. Notwithstanding anything herein right to exercise the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a equivalent portion of the total number related Option. SARs granted in tandem with the grant of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal Option may be exercised only with respect to the shares of Stock for which its related Option is then exercisable. With respect to SARs granted in tandem with an Incentive Stock Option, (a) such SAR will expire no later than the expiration of the underlying Incentive Stock Option, (b) the value of the payout with respect to such SAR may be for no more than 100% of the difference between the Option Price of the underlying Incentive Stock Option and the Fair Market Value of the shares of Stock subject to the underlying Incentive Stock Option at the time such SAR is exercised, and (c) such SAR may be exercised only when the Fair Market Value of the shares of Stock subject to the underlying Incentive Stock Option exceeds the Option Price of the Incentive Stock Option. SARs granted independently from the grant of an Option may be exercised upon the terms and conditions contained in the applicable number Award Agreement. In the event the SAR shall be payable in shares of Warrant Shares purchased. The Registered Holder and Stock, a certificate for the shares of Stock acquired upon exercise of an SAR shall be issued in the name of the Grantee, or the Company shall maintain records showing transfer the number shares of Warrant Shares purchased and Stock electronically from its transfer agent to the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of Grantee, as soon as practicable following receipt of such noticenotice of exercise. The Registered Holder and any assignee, by acceptance No fractional shares of Stock will be issuable upon exercise of the WarrantSAR and, acknowledge and agree that, unless provided in the applicable Award Agreement or otherwise determined by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderBoard, the number Grantee will receive cash in lieu of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereoffractional shares of Stock.

Exercise. Subject (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarizationCompany) of any Notice of Exercise form be required. Upon delivery a duly executed copy of the Notice of Exercise Form annexed hereto. Within two Trading Days following the date of exercise as aforesaid, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of deliver the aggregate Exercise Price (other than for the shares specified in the case applicable Notice of Exercise by wire transfer or cashier’s check drawn on a Cashless ExerciseUnited States bank, unless the cashless exercise procedure specified in Section 2(c) below is received within three Trading Days of delivery of specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrarycontrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Registered Company), the Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Trading Day of receipt delivery of such notice. The Registered Holder and any assignee, by acceptance of the Warrantthis Warrant or any transferee, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraphSection 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check or good bank draft payable to the order Company) of a duly executed facsimile copy of the Warrant Agent within Notice of Exercise Form annexed hereto. Within three (3) trading days Trading Days following the date of exercise as aforesaid, the exercise Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of any WarrantExercise by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions of the (a) This Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder, in whole or in part, at any time and from time to time, by submitting a purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder thereof or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate by notice in writing to the office of the Warrant AgentRegistered Holder, accompanied by either (i) cash or certified cashier’s check payable to the office Company (or wire transfer of its successor as Warrant Agent. The aggregate Warrant Price shall be paid immediately available funds), in lawful money of the United States States, of the Exercise Price payable in good certified check respect of the number of Warrant Shares purchased upon such exercise (the “Aggregate Exercise Price”); or good bank draft payable to (ii) if permitted by the order Company or if the Warrant Shares issuable upon exercise of the Warrant Agent within three (3) trading days have not been registered under the Securities Act of 1933, as amended, a written notice to the Company that the Registered Holder is exercising this Warrant on a “cashless” exercise basis by authorizing the Company to withhold from issuance a number of any Warrant. No ink-original Notice shares of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record Common Stock issuable upon such exercise of the Warrant Shares with respect to which when multiplied by the Warrant has been exercised, irrespective Fair Market Value (as defined in Section 3 hereof) of the date of delivery of Common Stock is equal to the Warrant Shares; provided payment of the aggregate Aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exerciseand such withheld shares shall no longer be issuable under this Warrant). Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading business days of the date the final Notice of Exercise purchase form is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise purchase form within one (1) Business Day business day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions of the Section 10, this Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the Registered Holder thereof date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in writing the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office of the Warrant Agentand accompanied by payment in full, in cash or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified by check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of Company, in the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment amount of the aggregate Exercise Price (other than in for the case Warrant Shares covered by such exercise. In lieu of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein exercising this Warrant pursuant to the contraryimmediately preceding sentence, the Registered Holder shall not be required have the right to physically surrender its require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company until accompanied by a conversion notice (in the Registered Holder form attached hereto as Exhibit B) that has purchased all been duly completed and signed. Upon exercise of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which caseConversion Right, the Registered Company shall deliver to Holder shall surrender the Warrant to the Company for cancellation within three (3without payment by Holder of any Exercise Price) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total that number of Warrant Shares available thereunder shall have that is equal to the effect quotient obtained by dividing (x) the value of lowering this Warrant (or the outstanding portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable thereunder in an amount equal upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable number adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares purchased. The Registered Holder issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the Company holding period for the Warrant Shares shall maintain records showing be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares purchased subject to such partial exercise, and the date Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of such purchases. The Company shall deliver any objection to any Notice like tenor in the name of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assigneeHolder, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, reflecting the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofremaining after such exercise.

Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing delivery to the office Company in the form attached hereto (“Notice of the Warrant Agent, or to the office of its successor as Warrant AgentExercise”). The aggregate Warrant Exercise Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days Trading Days of the delivery of Notice of Exercise in connection with a exercise of any Warrant, unless cashless exercise is used. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Registered Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. For purposes herein, “Trading Day” means (i) a day on which the Company’s primary Trading Market (as defined below) is open for business, or (ii) if the Common Stock is not then listed or quoted for trading on a Trading Market, a Business Day. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on July 1, 1998 and prior to 5:00 P.M., Eastern Standard Time on June 30, 2001, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder 2 is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective third anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. Subject (a) Warrants in denominations of one or whole number multiples thereof can be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Exercise Expiration Date, upon the terms and subject to the provisions conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant and this AgreementCertificate representing such Warrant, a Warrant countersigned by with the Warrant Agent may be exercised exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing certified check made payable to the office Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the applicable Purchase Price, together with any and all applicable taxes due in connection with the exercise thereof, has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by certified check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of Company, equal to the exercise of any Warrant. No ink-original Notice of Exercise shall Purchase Price, to be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than deposited promptly in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of ExerciseCompany's bank account. Notwithstanding anything herein to the contraryIn addition, the Registered Holder if such Warrants shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has have been exercised in full, in the Warrant Agent shall deliver to such person a new countersigned Warrant for the number of shares as to which casesuch Warrant shall not have been exercised. Notwithstanding the foregoing, the Registered Holder Company shall surrender the Warrant not be obligated to deliver any securities pursuant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises exercise of a Warrant resulting in purchases of unless a portion of registration statement under the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal Securities Act with respect to the applicable number of Warrant Shares purchasedsuch securities is effective. The Warrants may not be exercised, or securities issued to, any Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of in any state in which such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may exercise would be less than the amount stated on the face thereofunlawful.

Exercise. Subject to the provisions (a) Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 4 and 8 hereof and in the applicable Warrant Certificate). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing check made payable to the office Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the Applicable Purchase Price has been received in good certified funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within three business days after such date, if any Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock and Class A Warrants Certificates, if applicable, deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredCompany, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and Applicable Purchase Price, to be deposited promptly in the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany's bank account.

Exercise. Subject to the provisions of the Global Warrant and this Agreementin accordance with the procedures of DTC, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant countersigned Agent, (i) not later than 5:00 P.M., Eastern Time, on any Business Day during the Exercise Period a notice of exercise of the Warrants to be exercised (A) in the form attached as Annex A to the Global Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) , (ii) within one (1) Trading Day following the delivery of the Election to Purchase, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent may to DTC from time to time, and (iii) within the earlier of (A) two (2) Trading Days and (B) the number of Trading Days comprising the Standard Settlement Period (as defined in the Global Warrant) following the date of exercise as aforesaid, the Exercise Price for each Warrant to be exercised by (and, if applicable, any taxes or charges due in connection with the Registered Holder thereof by notice in writing to the office exercise of the Warrant Agentsuch Warrants), or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good of America by (A) certified or official bank check or good wire transfer from a United States bank draft payable to the order of Warrant Agent or (B) payment to the Warrant Agent within three (3) trading days of through the DTC system, unless cashless exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Companyapplicable. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Notwithstanding anything herein to the contrary, the Holder and shall not be required to physically surrender the Company shall maintain records showing Global Warrant to the number of Warrant Shares Agent until the Holder has purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion all of the Warrant Shares hereunderavailable hereunder and the Global Warrant has been exercised in full, in which case, the number Holder shall surrender the Global Warrant to the Company for cancellation within three (3) Trading Days of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated date on which the face thereoffinal Election to Purchase is delivered to the Company.

Exercise. Subject to the provisions of the (a) Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the cash or check received from the exercise of a Warrant in an account for the benefit of the Company and shall notify the Company in writing to of the office exercise of the Warrants. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, or the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent to the office of its successor as person or persons entitled to receive the same a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Agent. The aggregate Warrant Price shall be paid in lawful money Certificate for any remaining unexercised Warrants of the United States in good certified check or good bank draft payable to the order of Registered Holder), provided that the Warrant Agent within three (3) trading days shall refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery Warrant and clearance of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of funds received, the Warrant Shares with respect to which Agent shall promptly remit the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender for the Warrant to the Company for cancellation within three (3) trading days or as the Company may direct in writing. Notwithstanding anything in the foregoing to the contrary, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission a registration statement under the Act covering the shares of Preferred Stock issuable upon exercise of such Warrant and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the date the final Notice state of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion residence of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchasesWarrant. The Company shall deliver any objection use its best efforts to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of have all shares so registered or qualified on or before the Warrant, acknowledge and agree that, by reason of date on which the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofWarrants become exercisable.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarizationCompany) of any Notice of Exercise form be required. Upon delivery a duly executed copy of the Notice of Exercise Form annexed hereto sent by facsimile or as a scanned e-mail attachment to the e-mail address provided by the Company to the Holder. No notarization, medallion stamp guarantee, guarantee or other requirement shall be required of the Holder to effect exercises of the Warrant hereunder. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of deliver the aggregate Exercise Price (other than for the shares specified in the case applicable Notice of Exercise by wire transfer or cashier’s check drawn on a Cashless ExerciseUnited States bank unless the cashless exercise procedure specified in Section 2(c) below is received within three Trading Days of delivery of specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the Company) of a duly executed copy of the Notice of Exercise Form annexed hereto. Within two Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, unless the cashless exercise procedure specified in good certified check or good bank draft payable to Section 2(c) below is specified in the order applicable Notice of the Warrant Agent within three (3) trading days of the exercise of any WarrantExercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrarycontrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Registered Company), the Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Trading Day of receipt delivery of such notice. The Registered Holder and any assignee, by acceptance of the Warrantthis Warrant or any transferee, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraphSection 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in good certified check or good bank draft payable to Section 2(c) below is permitted and is specified in the order applicable Notice of Exercise; provided, however, in the Warrant Agent event that the Holder has not delivered such aggregate Exercise Price within three (3) trading days Trading Days following the date of such exercise as aforesaid, the exercise of any WarrantCompany shall not be obligated to deliver such Warrant Shares hereunder until such payment is made. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one two (12) Business Day Days of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on August 18, 1998 and prior to 5:00 P.M., Eastern Standard Time on August 18, 2001, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective third anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarizationCompany) of any Notice of Exercise form be required. Upon delivery a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of deliver the aggregate Exercise Price (other than for the shares specified in the case applicable Notice of Exercise by wire transfer or cashier’s check drawn on a Cashless ExerciseUnited States bank unless the cashless exercise procedure specified in Section 2(c) below is received within three Trading Days of delivery of specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrarycontrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Registered Company), the Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in fullNEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, in which caseAS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. FORM OF CLASS A COMMON STOCK PURCHASE WARRANT ATTITUDE BEER HOLDING CO. Warrant No: 2 Issue Date: January 22, 2015 THIS COMMON STOCK PURCHASE WARRANT (the Registered Holder shall surrender “Warrant”) certifies that, for value received, TARPON BAY PARTNERS LLC, Executive Pavilion, 90 Xxxxx Xxxxxx, Xxxxxxxxxx XX 00000 Fax: (203) 431– 8301 or its assigns (the Warrant “Holder”) is entitled, upon the terms and subject to the Company for cancellation within three limitations on exercise and the conditions hereinafter set forth, and on or prior to the close of business on the seven (37) trading days year anniversary of the date Initial Exercise Date (the final Notice of Exercise is delivered “Termination Date”) but not thereafter, to subscribe for and purchase from ATTITUDE BEER HOLDING CO., a Delaware corporation (the “Company. Partial exercises of ”), a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount shares equal to the applicable number of Warrant Shares purchased. The Registered share the Holder and could acquire upon the complete conversion of the Note issued to it by the Company shall maintain records showing on or about the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection Issue Date (as subject to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares adjustment hereunder, the number “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant Shares available for purchase hereunder at any given time may shall be less than equal to the amount stated on the face thereofExercise Price, as defined in Section 2(b).

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective second anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. (a) Subject to the provisions Section 1, exercise of the purchase rights represented by this Warrant and this Agreement, a with respect to Warrant countersigned by the Warrant Agent Shares may be exercised made, in whole or in part, at any time or times on or after the Issue Date and on or before the Termination Date by delivery to the Registered Holder thereof Company (or such other office or agency of the Company as it may designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office books of its successor the Company) of a duly completed and executed copy of a notice of exercise substantially in the form attached hereto as Warrant AgentExhibit A (a “Notice of Exercise”). The aggregate Warrant Price date on which such delivery shall have taken place (or be deemed to have taken place) shall be paid referred to herein as the “Exercise Date”. Within seven (7) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in lawful money the applicable Notice of the Exercise by wire transfer or cashier’s check drawn on a United States bank; provided, however, in good certified check or good bank draft payable the event that the Holder has not delivered such aggregate Exercise Price within seven (7) Trading Days following the date of such exercise as aforesaid, the Company shall not be obligated to the order of the deliver such Warrant Agent within three (3) trading days of the exercise of any WarrantShares hereunder until such payment is made. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, subject to Section 5(k), the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days of Business Days after the date the final Notice of Exercise is delivered to the Companyrelevant event shall have occurred. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one two (12) Business Day Days of receipt of such notice, including any objection to the Holder’s calculation of the Reference Price (as defined in Section 1(b)). The Registered Holder and any assigneeHolder, by acceptance of the this Warrant, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on August 21, 1998 and prior to 5:00 P.M., Eastern Standard Time on December 31, 1998, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective third anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. Subject This Warrant may be exercised, in whole or in part, at any time and from time to time during the Exercise Period. Such exercise shall be accomplished by tender to the provisions Company of an amount equal to the Warrant and this Agreement, a Warrant countersigned Exercise Price multiplied by the Warrant Agent may be exercised number of underlying shares being purchased (the “Purchase Price”), either (a) in cash, by the Registered Holder thereof wire transfer or by notice in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft cashier’s check, payable to the order of the Company, or (b) by surrendering such number of shares of Common Stock received upon exercise of this Warrant Agent within three with an aggregate Fair Market Value (3as defined below) trading days equal to the Purchase Price (as described in the following paragraph, a “Cashless Exercise”), together with presentation and surrender to the Company of this Warrant with an executed subscription agreement in substantially the form attached hereto as Exhibit A (the “Subscription”). Upon receipt of the foregoing, the Company will deliver to the Holders, as promptly as possible, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holders or its transferee (as permitted under Section 3 below). With respect to any exercise of any this Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall Holders will for all purposes be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which number of shares of Common Stock purchased hereunder on the Warrant date the Subscription has been exercisedproperly executed and delivered to the Company and payment of the Purchase Price has been received by the Company (the “Exercise Date”), irrespective of the date of delivery of the Warrant Shares; provided payment certificate evidencing such shares of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contraryCommon Stock, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in fullexcept that, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and if the date of such purchasesreceipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holders will be entitled to receive cash equal to the current Fair Market Value (as defined below) of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Date. In the event this Warrant is exercised in part, the Company shall deliver any objection issue a new Warrant to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of Holders covering the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the aggregate number of shares of Common Stock as to which this Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofremains exercisable for.

Exercise. Subject This Warrant may be exercised, in whole or in part, at any time and from time to time during the Exercise Period. Such exercise shall be accomplished by tender to the provisions Company of an amount equal to the Warrant and this Agreement, a Warrant countersigned Exercise Price multiplied by the Warrant Agent may be exercised number of underlying shares being purchased (the “Purchase Price”), either (i) in cash, by the Registered Holder thereof wire transfer or by notice in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft cashier’s check, payable to the order of the Company, or (ii) by a “Cashless Exercise” as set forth in Section 2(b), together with presentation and surrender to the Company of this Warrant Agent within three with an executed subscription agreement in substantially the form attached hereto as Exhibit A (3) trading days the “Subscription”). Upon receipt of the foregoing, the Company will deliver to the Holder, as promptly as possible, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holder or the Holder’s transferee (as permitted under Section 3 below). With respect to any exercise of any this Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall will for all purposes be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which number of shares of Common Stock purchased hereunder on the Warrant date the Subscription has been exercisedproperly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Date”), irrespective of the date of delivery of the Warrant Shares; provided payment certificate evidencing such shares of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contraryCommon Stock, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in fullexcept that, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and if the date of such purchasesreceipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Date. In the event this Warrant is exercised in part, the Company shall deliver issue a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the new Warrant, acknowledge and agree that, by reason of a “New Warrant”) to the provisions of this paragraph, following Holder covering the purchase of a portion of the Warrant Shares hereunder, the aggregate number of shares of Common Stock as to which this Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofremains exercisable.

Exercise. Subject to the provisions of the Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may only be exercised for purchase of whole shares of Common Stock. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Registered Holders thereof, either in full or from time to time in part. Warrants may be exercised upon surrender to the Company at the principal office of the Warrant Agent, of the certificate or certificates evidencing the Warrants to be exercised (except as otherwise provided herein), together with the form of election to purchase on the reverse thereof duly filled in and signed and upon payment to the office Warrant Agent for the account of its successor as Warrant Agentthe Company of the purchase price for the number of shares of Common Stock issuable on exercise of the Warrants then being exercised. The Payment of the aggregate Warrant Price purchase price shall be paid made in lawful money of the United States in good cash or by certified check or good official bank draft payable check. A Warrant shall be deemed to have been exercised immediately prior to the order close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent within three (3) trading days shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee event within five (or other type of guarantee or notarization5) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of business days after the date of delivery such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Shares; provided Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the aggregate Exercise Purchase Price (other than in pursuant to such Warrants. Upon the case exercise of a Cashless Exercise) is received within three Trading Days of delivery any Warrant and clearance of the Notice of Exercise. Notwithstanding anything herein to the contraryfunds received, the Registered Holder Warrant Agent shall not be required to physically surrender its Warrant to promptly remit the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender payment received for the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and or as the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofdirect in writing.

Exercise. Subject to the provisions (a) Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing check made payable to the office Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good certified funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after having received authorization from the Company, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check or good bank draft made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of any Warrants after one (1) year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within three (3) trading two business days after such exercise, notify the Underwriter, and its and their successors or assigns, of the exercise of any Warrant. No ink-original Notice such Warrants and shall, on a weekly basis (subject to collection of Exercise shall be requiredfunds constituting the tendered Purchase Price, nor shall any medallion guarantee but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Underwriter (or other type so long as the Underwriter solicited the exercise of guarantee or notarizationsuch Warrant as indicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), an amount equal to seven percent (7%) of any Notice the Purchase Price of Exercise form be required. Upon delivery such Warrants being then exercised if written certification is received that (i) the Warrant is exercised at least 12 months after the date of this Prospectus; (ii) the market price of the Notice Common Stock on the date that the Warrant is exercised is greater than the exercise price of Exercise the Holder shall be deemed for all corporate purposes to have become Warrants; (iii) the exercise of the Warrants was solicited by a member of the National Association of Securities Dealers, Inc.; (iv) the Warrant is not held in a discretionary account; (v) disclosure of the compensation arrangements is made at the time of the exercise of the Warrant; (vi) the holder of record the Warrant has stated in writing that the exercise was solicited and designated in writing the soliciting broker-dealer; and (vii) the solicitation of exercise of the Warrant Shares with respect to which was not in violation of Rule 10b-6 promulgated under the Exchange Act; provided that the Warrant has been exercised, irrespective of the date of delivery of Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Shares; Agent's obligation to make such payments shall be suspended until the amount payable aggregate $1,000, and provided further, that, in any event, any such payment (regard less of the aggregate Exercise Price amount) shall be made not less frequently than monthly. (other than in the case of a Cashless Exercisec) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder The Company shall not be required to physically surrender its Warrant issue fractional shares upon the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderHolder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant Shares available (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on the NYSE or the AMEX or is traded on the Nasdaq/NM, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges or Nasdaq/NM had the highest average daily trading volume for purchase hereunder the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the average of the last reported closing bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any given time may national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the amount stated on book value thereof as of the face thereofend of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally accepted accounting principles, consistently applied. SECTION 5.

Exercise. Subject (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the Company) of a duly executed copy of the Notice of Exercise Form annexed hereto. Within two Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, unless the cashless exercise procedure specified in good certified check or good bank draft payable to Section 2(c) below is specified in the order applicable Notice of the Warrant Agent within three (3) trading days of the exercise of any WarrantExercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrarycontrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Registered Company), the Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Trading Day of receipt delivery of such notice. The Registered Holder and any assignee, by acceptance of the Warrantthis Warrant or any transferee, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraphSection 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof. The “Initial Exercise Date” shall mean the date registration statement on Form S-1 for the initial registration of the Common Stock is declared effective by the United State Security and Exchange Commission.

Exercise. Subject to The Option shall be exercisable in full three years after the provisions Grant Date. On each anniversary of the Warrant Grant Date, the Holder may purchase a cumulative installment of one third of the Option Shares, so that from and this Agreement, a Warrant countersigned by after the Warrant Agent third anniversary of the Grant Date the Holder may purchase all of the Option Shares. The Option may be exercised in whole or in part, at the option of Holder, on or before the Expiration Date (hereinafter defined) by the Registered Holder thereof by notice in writing delivering to the office Company written notice of Holder's exercise ("Exercise Notice") stating the Warrant Agentamount of Option Shares to be purchased thereby, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified accompanied by a check or good bank draft ("Check") made payable to the order of the Warrant Agent Company for the aggregate sum due for the Option Shares then being purchased. As soon as practicable thereafter, and in any event within three ten (310) trading business days of the exercise Company's receipt of any Warrantthe Exercise Notice and a Check, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. No ink-original Notice of Exercise Each such certificate shall bear the legend or legends required by applicable securities laws as well as such other legends the Company requires to be included on certificates for its Common Stock. Such certificate or certificates shall be required, nor shall deemed to have been issued and Holder or any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form persons so designated to be required. Upon delivery of the Notice of Exercise the Holder named therein shall be deemed for all corporate purposes to have become the a holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days shares as of the date the final Exercise Notice of Exercise is delivered to the Company. Partial exercises In the case of a Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise the Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face thereofremainder of the Option Shares.

Exercise. Subject to the provisions of the Warrant and this AgreementGlobal Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant countersigned Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise Period a notice of exercise of the Warrants to be exercised (A) in the form attached to the Global Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) and (ii) within one (1) Trading Day of the Date of Exercise, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or DTC from time to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Companytime. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Notwithstanding anything herein to the contrary, the Holder and shall not be required to physically surrender a Warrant Certificate until the Company shall maintain records showing the number of Warrant Shares Holder has purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion all of the Warrant Shares hereunderavailable thereunder and the Warrant has been exercised in full, in which case, the number Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. For avoidance of doubt, the Warrant Agent shall have no liability for the Company’s failure for any reason to deliver to the Holder the Warrant Shares available subject to a Notice of Exercise by the Warrant Share Delivery Date (as defined in the Warrant). All other requirements for purchase hereunder at any given time may the exercise of a Warrant (which shall not be less than inconsistent with the amount stated on terms and conditions of this Agreement) shall be as set forth in the face thereofWarrant and the exercise of a Warrant shall be conducted in accordance with the customary procedures of the Warrant Agent.

Exercise. Subject to the provisions of the Warrant and this AgreementGlobal Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant countersigned Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise Period a notice of exercise of the Warrants to be exercised (A) in the form attached to the Global Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) and (ii) within one (1) Trading Day of the Date of Exercise, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or DTC from time to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Companytime. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Notwithstanding anything herein to the contrary, the Holder and shall not be required to physically surrender a Warrant Certificate until the Company shall maintain records showing the number of Warrant Shares Holder has purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion all of the Warrant Shares hereunderavailable thereunder and the Warrant has been exercised in full, in which case, the number Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. All other requirements for the exercise of a Warrant Shares available for purchase hereunder at any given time may (which shall not be less than inconsistent with the amount stated on terms and conditions of this Agreement) shall be as set forth in the face thereofWarrant and the exercise of a Warrant shall be conducted in accordance with the customary procedures of the Warrant Agent.

Exercise. Subject Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Issuance Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or Holder appearing on the books of the Company) of the Notice of Exercise in the form annexed hereto. Within [***] following the date on which the Holder delivers a Notice of Exercise to the office of its successor as Warrant Agent. The aggregate Warrant Price Company, the Holder shall be paid in lawful money of the United States in good certified check or good bank draft payable deliver to the order Company an amount equal to the product of (x) the Exercise Price multiplied by (y) the number of Warrant Agent within three (3Shares specified in the applicable Notice of Exercise for such Warrant Shares by wire transfer to the account specified by the Company unless the cashless exercise procedure specified in Section 2(c) trading days below is specified in the applicable Notice of the exercise of any WarrantExercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant hereunder and such this Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days [***] Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day [***] of receipt of such notice. The Registered Holder and any assignee, by its acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof. [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Exercise. Subject In order to exercise the Option with respect to any vested shares of Common Stock hereunder, the Optionee shall provide written notice to the provisions Company at its principal executive office to the attention of the Warrant and Company's chief financial officer. The notice must: (i) state the number of shares of Common Stock being purchased; (ii) be signed or otherwise given by the Optionee (or by a permitted transferee pursuant to this Agreement); (iii) be accompanied by payment of the aggregate exercise price for all shares of Common Stock being purchased (unless the Optionee has provided for payment through a broker-dealer or other means as permitted under this Agreement); and (iv) be accompanied by payment of the amount that the Company is required to withhold for federal income or other tax purposes (unless the Optionee has provided for payment of those taxes to the Company in another manner permitted under this Agreement). At the time of exercise, the Optionee shall pay to the Company the Option price per share set forth in Section 1 times the number of vested shares as to which the Option is being exercised. The Optionee shall make such payment by delivering (a) cash, (b) a Warrant countersigned cashier's check, (c) shares of Common Stock having a Fair Market Value equal to the aggregate exercise price, (d) cancellation of the Option with respect to a certain number of the vested shares of Common Stock sought to be exercised, which number of shares to be canceled is derived by dividing the aggregate exercise price pertaining to the option shares sought to be exercised by the Warrant Agent Fair Market Value of a share of Common Stock, or (e) any other consideration that the Board of Directors determines is consistent with applicable law. If the Option is exercised in full, the Optionee shall surrender this Agreement to the Company for cancellation. If the Option is exercised in part, the Optionee shall surrender this Agreement to the Company so that the Company may make appropriate notation hereon or cancel this Agreement and issue a new agreement representing the unexercised portion of the Option. For purposes of illustration, clause (d) operates as follows: assuming an exercise price of $7.00 per share and a Fair Market Value of $10.00 per share on the date of exercise, if options to acquire 100,000 shares are sought to be exercised, then 70,000 of the 100,000 options are canceled (as the payment of the exercise price for the 100,000 options), and only 30,000 shares would be issued to the Optionee. No further consideration is paid to the Company with respect to the exercise of these 100,000 options. If the shares of Common Stock issued upon the exercise of the Option are covered by an effective registration statement under the Securities Act of 1933, as amended, the Option may be exercised by a broker-dealer acting on behalf of the Registered Holder thereof by notice in writing Optionee if (i) the broker-dealer has received from the Optionee or the Company a fully- and duly-endorsed agreement evidencing the Option, (ii) the Optionee has delivered Optionee's signed instructions to the office broker-dealer and the Company directing the Company to deliver the shares of Common Stock to be issued upon exercise of the Warrant Agent, or Option to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money broker-dealer on behalf of the United States in good certified check or good bank draft payable to Optionee and specifying the order of the Warrant Agent within three account into which such shares should be deposited, (3iii) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, (iv) the broker-dealer delivers to the Company the aggregate exercise price in accordance with the first paragraph of this Section 3, and (v) the broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision. Subject to Section 9, the Company shall promptly issue and deliver a certificate representing the number of shares of Common Stock as to which the Warrant Option has been exercised, irrespective exercised after the Company receives a notice of exercise and upon receipt by the date of delivery of the Warrant Shares; provided payment Company of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder exercise price and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time tax withholding as may be less than the amount stated on the face thereofrequested.

Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent The Put Option may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent ADPM at any time within three 15 (3fifteen) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee Business Days following (or other type of guarantee or notarizationi) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares a disagreement between Aeroinvest and ADPM with respect to any decision adopted by the Board of Directors of SETA or by an Ordinary or Extraordinary Shareholders Meeting of SETA, which having being previously subject to a vote at a meeting of the Board of Directors of SETA or at an Ordinary or Extraordinary Shareholders Meeting of SETA, was not approved with the favorable vote of the Shares owned by ADPM or of the Directors nominated by ADPM, or (ii) a Board of Directors of GACN or an Ordinary or Extraordinary Shareholders Meeting of GACN held without first having held a Board of Directors of SETA to adopt, as between Aeroinvest and ADPM, the common proposals and positions to be submitted or approved by (a) the individuals nominated by SETA as board members in the board of GACN in respect of any and all matters to be decided in such board meeting of GACN; or (b) SETA in such shareholders meeting of GACN in respect of any and all matters to be decided in such shareholders meeting of GACN; provided that such failure to hold first such a Board of Directors of SETA does not derive from ADPM’s failure to attend such Board of Directors of SETA for reasons within its control. The date on which the Warrant has been exercised, irrespective Board of Directors of SETA or Ordinary or Extraordinary Shareholders Meeting of SETA referred to in (i) above is held and/or the date on which the Board of delivery Directors of GACN or Ordinary or Extraordinary Shareholders Meeting of GACN referred to in (ii) above is held, hereinafter the Warrant Shares; provided payment “Date of Disagreement”. A Put Option may be exercised by ADPM by delivering a written notice to Aeroinvest (a “Put Option Notice”) specifying the aggregate Exercise Put Option Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contraryas defined below), the Registered Holder whereupon ADPM shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased sell and Aeroinvest shall purchase all of the Warrant such Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, owned by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofADPM.

Exercise. Subject to the provisions of SECTION 10.11, Landlord hereby grants to Tenant an option (the Warrant "FIRST PARCEL B EXPANSION OPTION") to cause this Lease to be amended so as to (i) obligate Landlord to construct on either or both of Parcels B and this Agreement, a Warrant countersigned by D an addition (the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing "FIRST PARCEL B ADDITION") to the office Initial Building located on Parcel A and (ii) for all purposes of this Lease, add to and include within the definition of the Warrant Agent"Premises" such First Parcel B Addition, or add to and include within the definition of the "Land" both of Parcels B and D, and cause the First Parcel B Addition to be deemed to be within the definition of a "Building", all on and subject to the office of its successor as Warrant Agentterms and conditions set forth in this ARTICLE 45. The aggregate Warrant Price First Parcel B Expansion Option shall be paid in lawful money exercisable only during the first seven years of the United States in good certified check Term of this Lease (the "FIRST PARCEL B EXPANSION OPTION PERIOD"); if not duly exercised within that period, the First Parcel B Expansion Option shall irrevocably and completely lapse, expire, terminate and be of no effect. Tenant shall exercise the First Parcel B Expansion Option, if at all, by delivering to Landlord within the First Parcel B Expansion Option Period a written notice (the "FIRST PARCEL B EXPANSION NOTICE") stating that Tenant is thereby unconditionally exercising the First Parcel B Expansion Option. Tenant's failure for any reason whatsoever, whether or good bank draft payable not within Tenant's control, to timely deliver the order of First Parcel B Expansion Option Notice to Landlord within the Warrant Agent within three (3) trading days of First Parcel B Expansion Option Period shall constitute Tenant's irrevocable election not to exercise the exercise of First Parcel B Expansion Option and its irrevocable waiver and release thereof, and shall automatically and without any Warrant. No ink-original Notice of Exercise shall be required, nor shall notice or any medallion guarantee (grace or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than cure period result in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrarypermanent and complete expiration, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant lapsing and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date termination of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofOption.

Exercise. Subject Each Tag-along Stockholder shall exercise its right to participate in a Tag-along Sale by delivering to the provisions Selling Stockholders a notice (a “Tag-along Notice”) stating its election to do so and specifying the number of its Company Shares it desires to Transfer in such Tag-along Sale (up to the maximum number it is permitted to Transfer pursuant to this Section 3.04) no later than twenty (20) days after receipt of the Warrant Sale Notice (the “Tag-along Period”). The election by a Tag-along Stockholder set forth in its Tag-along Notice shall be irrevocable except as provided in this Section 3.04(c), and this Agreementsuch Tag-along Stockholder shall be bound and obligated, a Warrant countersigned by and entitled, to Transfer such Company Shares in the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing proposed Tag-along Sale on and subject to the office of the Warrant Agent, or to the office of its successor as Warrant Agentterms and conditions set forth in this Section 3.04. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No inkEach Tag-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder along Stockholder shall have the effect right to Transfer in a Tag-along Sale up to the same percentage of lowering its Company Shares as the outstanding percentage of the Company Shares held by the Selling Stockholders being Transferred in such Tag-along Sale. For the avoidance of doubt, if the aggregate number of Warrant Company Shares purchasable thereunder that the Tag-along Participating Stockholders have elected to Transfer in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing Tag-along Sale exceeds the number of Warrant Company Shares purchased and that the date of such purchases. The Company shall deliver any objection Proposed Transferee is willing to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assigneeacquire, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, then the number of Warrant Company Shares available for purchase hereunder at any given time may that each Tag-along Participating Stockholder will Transfer in the Tag-along Sale shall be proportionately reduced until the aggregate number of Company Shares that the Tag-along Participating Stockholders will Transfer in such Tag-along Sale equals the number of Company Shares that the Proposed Transferee is willing to acquire; provided, that in no event will the number of Company Shares that the Tag-along Stockholder is permitted to sell in the Tag-along Sale be reduced to less than the amount stated on same percentage of such Tag-along Stockholder’s Company Shares as the face thereofpercentage of the Company Shares held by the Selling Stockholders being Transferred in such Tag-along Sale. Notwithstanding the foregoing, if the terms of, or agreements for, a Tag-along Sale materially change from those provided in the Sale Notice or if the percentage of the Company Shares owned by the Selling Stockholders to be Transferred in the Tag-along Sale shall change from the percentage set forth in 16 the Sale Notice, the Selling Stockholders shall deliver to each Tag-along Stockholder (whether or not such Tag-along Stockholder has previously sent a timely Tag-along Notice) an updated Sale Notice reflecting such changes and each Tag-along Stockholder shall have the right, exercisable within ten (10) Business Days, to elect to participate in, change its participation in or withdraw its participation in such Tag-along Sale.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check or good bank draft payable to the order Company) of a duly executed facsimile copy of the Warrant Agent within Notice of Exercise form annexed hereto. Within three (3) trading days Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of any WarrantExercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. .Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions of the Warrant and this AgreementGlobal Warrant, a Warrant countersigned Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing delivering to the office of the Warrant Agent, or not later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise Period a notice of exercise of the Warrants to be exercised (i) in the form attached to the office of its successor as Global Warrant Agent. The aggregate Warrant Price shall be paid or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”)and, unless the cashless exercise procedure is specified in lawful money of the United States in good certified check or good bank draft payable applicable Election to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredPurchase, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than of the Warrant Shares specified in the case applicable Election to Purchase. All other requirements for the exercise of a Cashless Exercise) is received within three Trading Days of delivery of Warrant shall be as set forth in the Notice of ExerciseWarrant. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its a Warrant Certificate to the Company Warrant Agent until the Registered Holder has purchased all of the Warrant Shares available under thereunder and the respective applicable Warrant and such Warrant Certificate has been exercised in full, in which case, the Registered Holder shall surrender the Warrant Certificate to the Company Warrant Agent for cancellation within three (3) trading days Trading Days of the date on which the final Notice of Exercise Election to Purchase is delivered to the CompanyWarrant Agent. Partial exercises of a Warrant Certificate resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.

Exercise. (a) Subject to the provisions Section 1, exercise of the rights represented by this Warrant and this Agreementwith respect to Warrant Shares may be effected, a Warrant countersigned by in whole or in part, at any time or times on or after the Warrant Agent Effective Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office books of its successor the Company) of a duly completed and executed copy of a notice of exercise substantially in the form attached hereto as Warrant AgentExhibit A (a “Notice of Exercise”). The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee date on which such delivery will have taken place (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become taken place) will be referred to herein as the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of “Exercise Date”. Within two Business Days following the date of delivery of exercise as aforesaid, the Warrant Shares; provided payment of Holder will deliver the aggregate Exercise Price (other than for the shares specified in the case of a Cashless Exercise) is received within three Trading Days of delivery of the applicable Notice of Exercise, at its option, (i) by wire transfer of immediately available funds or (ii) by cashless exercise as set forth in Section 2(d); provided, however, in the event that the Holder has not delivered such aggregate Exercise Price within two Business Days following the date of such exercise as aforesaid, the Company will not be obligated to deliver such Warrant Shares hereunder until such payment is made. Notwithstanding anything herein to the contrary, the Registered Holder shall will not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall will surrender the this Warrant to the Company for cancellation within three (3) trading days of Business Days after the date the final Notice of Exercise is delivered to the Companyrelevant event will have occurred. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall hereunder will have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall will maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall will deliver any objection to any Notice of Exercise within one (1) two Business Day Days of receipt of such notice. The Registered Holder and any assigneeHolder, by acceptance of the this Warrant, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions of Sections 5 and 8, the Warrant and this AgreementWarrants, when evidenced by a Warrant countersigned Certificate, may be exercised at a price (the "Exercise Price") of $_______ per share of Common Stock in whole or in part at any time during the period (the "Exercise Period") commencing upon the Effective Date of the Registration Statement to be filed by the Company for sale under the Securities Act of 1933, as amended (the "Securities Act") the Warrants and Warrant Shares (the "Exercise Date"), and ending at 5:00 o'clock p.m. Mountain Time on the _____ day of _______________, 2003 ("Expiration Date") The Company shall promptly notify the Warrant Agent may of any such extension of the Exercise Period. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and will be delivered together with payment to the office Warrant Agent at its corporate offices located at 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (the "Corporate Office"), in cash or by official bank or certified check, of the Warrant Agent, or an amount equal to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. Upon the receipt of any Warrant for exercise as set forth herein, the Warrant Agent shall promptly verbally notify the Company, with confirmation in good certified check writing of such fact, of the name and address of the exercising Registered Holder and of the number of Warrant Shares to be delivered upon such exercise. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 5 have been satisfied as of the Exercise Date. If any one of the conditions set forth in Section 5 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and Exercise Price to the exercising Registered Holder or good bank draft payable to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional shares interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, pursuant to a Stock Transfer Agreement dated July 5, 1991, between the Company and Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the Exercise Price to be promptly made to the order of the Company. The parties contemplate such payments will be made by the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, Company on a weekly basis and will consist of collected funds only. The Warrant Agent shall hold any proceeds collected and not yet paid to the Company in a federally insured account at all times relevant hereto. The Company may deem and treat the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under Warrants at any time as the respective Warrant and such Warrant has been exercised in fullabsolute owner thereof for all purposes, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Warrants shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and agree that, purchased the shares of Common Stock prior to the record date fixed by reason the Board of Directors of the provisions Company for the determination of this paragraph, following the purchase holders of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCommon Stock entitled to such dividend or other right.

Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may The option described above shall be exercised by Tenant by written notice to Landlord given no later than May 31, 2012 (the Registered Holder thereof by notice in writing “Election Date”). If Tenant timely gives such notice, Landlord shall deliver possession of the Expansion Space to Tenant on or about December 1, 2012 (the “Anticipated Expansion Delivery Date”), it being acknowledged that Sapient must vacate and surrender the Expansion Space before Landlord can deliver same to Tenant. The commencement date of the lease term with respect to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price Expansion Space shall be paid in lawful money of the United States in good certified check or good bank draft payable to date (the order of the Warrant Agent within three “Expansion Commencement Date”) which is ninety (390) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon after Landlord’s delivery of the Notice of Exercise Expansion Space to Tenant in the Holder shall be deemed for all corporate purposes to have become Expansion Space Delivery Condition, and the holder of record of the Warrant Shares lease term with respect to which the Warrant has been exercised, irrespective Expansion Space shall end concurrently with the expiration of the date Lease Term as to the Premises initially leased hereunder, as the Lease Term may be extended by Section 2.2 below, unless sooner terminated pursuant hereto. The Expansion Space shall be leased to Tenant in its then existing “as-is” condition and state of THE WATER GARDEN Cornerstone OnDemand, Inc. improvement and Landlord shall have no obligation to make any improvements, repairs or alterations thereof; provided, however, that (i) Landlord shall deliver possession of the Expansion Space to Tenant in vacant, broom clean condition, with all Building Systems located outside the Expansion Space and serving the Expansion Space in good working order, and in compliance with all Applicable Laws for general office use and normal occupancy density, (ii) Building Systems located within the Expansion Space will be delivered in good working order at the time of delivery for the existing configuration of the Warrant Shares; provided payment of Expansion Space, and (iii) the aggregate Exercise Price Expansion Space will be delivered in substantially the same configuration and condition as on the date hereof, reasonable wear and tear excepted (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrarycollectively, the Registered Holder shall not be required to physically surrender its Warrant to “Expansion Space Delivery Condition”). On the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderExpansion Commencement Date, the number of Warrant Shares available for purchase hereunder at any given time may parking passes to which Tenant is entitled under Section 9 of the Lease Summary shall be less than the amount stated increased pro rata based on the face thereofsquare footage of the Expansion Space.

Exercise. Subject to the provisions (a) Charitable Benefit Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised (i) by an Approved Qualified Charitable Organization (as set forth on the listing of such organizations described in Section 9 hereof) which is the Registered Holder thereof commencing at any time or in part from time to time, but not after the Warrant Expiration Date, or (ii) any other Registered Holder which is not an Approved Qualified Charitable Organization commencing on or after December 9, 2006 or in part from time to time but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Charitable Benefit Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the close of business on the Exercise Date. If Charitable Benefit Warrants in denominations other than whole number multiples thereof shall be exercised at one time by notice the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Charitable Benefit Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Charitable Benefit Warrants, the Warrant Agent shall promptly notify the Company in writing to the office of such fact and of the Warrant Agentnumber of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid other amounts in lawful money of the United States in good certified cash or by check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredCompany, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and Exercise Price, to be deposited promptly in the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany's bank account.

Exercise. (a) Subject to compliance by the provisions Registered Holder of this Warrant and the Company with the requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, if applicable, this Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder thereof or by notice in writing to such Registered Holder's duly authorized attorney, at the principal office of the Warrant AgentCompany, or to at such other office or agency as the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Company may designate, accompanied by payment in full, in lawful money of the United States (or surrender of Warrants as provided below), of the Purchase Price payable in good certified check or good bank draft payable respect of the number of Warrant Shares purchased upon such exercise. (rev. 9/23/97) 2 (b) The Registered Holder may, at its option to the order extent it holds sufficient warrants in-the-money, to elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant Agent within three by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (3i) trading days the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee by (or other type of guarantee or notarizationii) of any Notice of Exercise form be required. Upon delivery the excess of the Notice Fair Market Value per share of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant Shares pursuant to this method of payment with respect to which the maximum number of Warrant has been exercisedShares purchasable pursuant to this method, irrespective then the number of Warrant Shares so purchasable shall be equal to the date total number of delivery of the Warrant Shares; provided payment of , minus the aggregate Exercise Price product obtained by multiplying (other than in the case of a Cashless Exercisex) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder by (y) a fraction, the numerator of which shall have be the effect Purchase Price per share and the denominator of lowering which shall be the outstanding number Fair Market Value per share of Warrant Shares purchasable thereunder in an amount equal Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to the applicable number next paragraph). If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of Warrant Shares purchased. The the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder and of the Company Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall maintain records showing be the number amount next determined by the Board of Warrant Shares purchased and Directors to represent the date fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such purchases. The Company shall deliver any objection to any Notice a determination within 15 days of Exercise within one (1) Business Day of receipt of such notice. The a request by the Registered Holder that it do so, and any assignee, by acceptance (C) the exercise of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.this

Exercise. Subject In order to exercise the Option with respect to any vested portion, the Optionee will provide written notice (the "Exercise Notice") to the provisions Company at its principal executive office stating the number of shares in respect of which the option is being exercised. The Exercise Notice must be signed by the Optionee and must include his complete address and social security number. If the Person exercising the Option is a transferee of the Warrant Optionee by will or under the laws of descent and distribution, the Exercise Notice must be accompanied by appropriate proof of the right of such transferee to exercise this AgreementOption. At the time of exercise, a Warrant countersigned the Optionee must pay to the Company the Exercise Price per share times the number of vested shares as to which the Option is being exercised. The Optionee will make such payment (i) by certified check or (ii) at the Company's option, by the Warrant Agent delivery of, or cancellation of the Option with respect to, shares of Common Stock having a Fair Market Value on the date immediately preceding the exercise date equal to the aggregate exercise price. If the Option is exercised in full, the Optionee will surrender this Agreement to the Company at the Company's option for cancellation. If the Option is exercised in part, the Optionee will surrender this Agreement to the Company at the Company's option so that the Company may make appropriate notation on this Agreement or cancel this Agreement and issue a new agreement representing the unexercised portion of the Option. The Optionee may not exercise this Option for less that 100 shares of Common Stock (or, if fewer than 100 shares of Common Stock remain purchasable under the Option, such number of shares) at any one time If the shares to be purchased are covered by an effective registration statement under the Securities Act of 1933, as amended (the "Act"), the Option may be exercised by a broker-dealer acting on behalf of the Registered Holder thereof Optionee if (a) the broker-dealer has received from the Optionee or the Company a fully and duly endorsed agreement evidencing the Option, together with instructions signed by notice in writing the Optionee requesting the Company to deliver the shares of Common Stock subject to the office Option to the broker-dealer on behalf of the Warrant AgentOptionee and specifying the account into which such shares should be deposited, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3b) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares adequate provision has been made with respect to which the Warrant has been exercisedpayment of any withholding taxes due upon such exercise, irrespective and (c) the broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision. The Option will be exercisable during the lifetime of the date of delivery of Optionee only by the Warrant Shares; provided payment of Optionee. To the aggregate Exercise Price (other than in extent exercisable after the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contraryOptionee's death, the Registered Holder shall not Option will be required to physically surrender its Warrant to exercised only by the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in fullOptionee's representatives, in which caseexecutors, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assigneesuccessors, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofor beneficiaries.

Exercise. Subject (a) This Warrant may be exercised in whole or in part at any time on or after the Initial Exercise Date and prior to the provisions Termination Date upon delivery of the notice of exercise form attached hereto as Appendix A (the “Notice of Exercise”) and payment by cash, certified check or wire transfer for the aggregate Exercise Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any Business Day at the Company’s principal executive offices (or such other office or agency of the Company as the Company may designate by notice to the Warrant Holder). The Warrant Shares so purchased shall be deemed to be issued to the Warrant Holder or the Warrant Holder’s designee, as the record owner of such shares, as of 5:00 P.M. New York City time on the date on which the aggregate Exercise Price shall have been paid and the completed Notice of Exercise shall have been delivered. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Notice of Exercise, shall be transmitted by the Company’s transfer agent by physical delivery to the address specified by the Warrant Holder in the Notice of Exercise, within a reasonable time, not exceeding three (3) Trading Days after this Warrant shall have been so exercised, including payment of the aggregate exercise price and the delivery of a completed Notice of Exercise (the “Warrant Share Delivery Date”). The certificates so delivered shall be in such denominations as may be requested by the Warrant Holder and shall be registered in the name of the Warrant Holder or such other name as shall be designated by the Warrant Holder. In addition to any other rights available to the Warrant Holder, if the Company fails to deliver to the Warrant Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Warrant Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Warrant Holder of the Warrant Shares which the Warrant Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Warrant Holder the amount by which (x) the Warrant Holder’s total purchase price (including customer brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Warrant Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Warrant Holder, either reinstate the portion of the Warrant and this Agreementequivalent number of Warrant Shares for which such exercise was not honored or deliver to the Warrant Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Warrant Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate Exercise Price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Warrant Holder $1,000. The Warrant Holder shall provide the Company written notice indicating the amounts payable to the Warrant Holder in respect to the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Warrant Hxxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing decree of specific performance and/or injunctive relief with respect to the office Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant Agent, or as required pursuant to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exerciseterms hereof. Notwithstanding anything herein to the contrary, the Registered Warrant Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Warrant Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Warrant Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Warrant Holder shall be controlling and determinative in the absence of manifest error. The Registered Warrant Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject a) EXERCISE OF WARRANT. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company of a duly executed facsimile copy of the Warrant and this Agreement, a Warrant countersigned by Notice of Exercise Form annexed hereto (or such other office or agency of the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of such Holder appearing on the books of the Warrant AgentCompany); and, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money within 3 Trading Days of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original date said Notice of Exercise is delivered to the Company, the Company shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided received payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exerciseshares thereby purchased by wire transfer or cashier's check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days 3 Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions of the Warrant and this AgreementEach Warrant, a Warrant when countersigned by the Warrant Agent Agent, may be exercised by the Registered Holder thereof by notice at the Corporate Office at any time up to and including the Warrant Expiration Date, upon the payment of the Stock Purchase Price (subject to adjustment as herein provided) and upon the other terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing to of such exercise. Promptly following, and in any event within five business days after the office date of such notice from the Warrant Agent, or the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent to the office of its successor as person or persons entitled to receive the same a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Agent. The aggregate Warrant Price shall be paid in lawful money Certificate for any remaining unexercised Warrants of the United States in good certified check or good bank draft payable Registered Holder), unless prior to the order date of issuance of such certificates the Company shall instruct the Warrant Agent within three (3) trading days to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Stock Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery Warrant and clearance of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of funds received, the Warrant Shares with respect to which Agent shall promptly remit the Warrant has been exercised, irrespective payment received for the issuance of the date Common Stock issued upon exercise of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and or as the Company shall maintain records showing the may direct in writing. A Warrant may only be exercised in whole number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofdenominations.

Exercise. Subject to the provisions of SECTION 10.11, Landlord hereby grants to Tenant an option (the Warrant and "OFFICE FACILITY OPTION") to cause this Agreement, a Warrant countersigned by Lease to be amended so as to (i) obligate Landlord to construct on Parcel C an addition (the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing "OFFICE FACILITY ADDITION") to the office then-existing improvements located on any one or more of Parcels A, B and D and (ii) for all purposes of this Lease, add to and include within the definition of the Warrant Agent"Premises" such Office Facility Addition, add to and include within the definition of the "Land" the land comprising Parcel C, and cause the Office Facility Addition to be deemed to be within the definition of a "Building", all on and subject to the terms and conditions set forth in this ARTICLE 45. The Office Facility Option shall be exercisable only (a) during the first seven years of the Term of this Lease (the "FIRST OFFICE FACILITY OPTION PERIOD"), or to (b) during the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money period (the "SECOND OFFICE FACILITY OPTION PERIOD") beginning on the first day of the United States in good certified check or good bank draft payable to eighth Lease Year and ending on the order last day of the Warrant Agent within three twentieth Lease Year if Tenant pays to Landlord the sum of $30,000.00 in cash on the first day (3without any notices, extensions or grace periods except as expressly provided in SECTION 45.13) trading days of the eighth Lease Year and on the first day (without any notice, extensions or grace periods) of each Lease Year thereafter until exercise of the option. Tenant shall exercise the Office Facility Option, if at all, by delivering to Landlord within the First Office Facility Option Period (or, if this Option shall not theretofore have lapsed or terminated, the Second Office Facility Option Period) a written notice (the "OFFICE FACILITY NOTICE") stating that Tenant is thereby unconditionally exercising the Office Facility Option. Tenant's failure for any Warrantreason whatsoever, whether or not within Tenant's control, to timely deliver the Office Facility Notice to Landlord within the First Office Facility Option Period or, if all of the annual $30,000.00 payments required to activate and continue the effectiveness of the Office Facility Option have been timely paid, within the Second Office Facility Option Period, shall constitute Tenant's irrevocable election not to exercise the Office Facility Option and its irrevocable waiver and release thereof, and shall automatically and without any grace or cure period result in the permanent and complete expiration, lapsing and termination of such Option. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) Tenant's failure to pay the required $30,000.00 sum on the first day of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares Lease Year (without any extensions, notices or grace periods except as is expressly provided, with respect to which the Warrant has been exercisedfirst of such payments only, irrespective in SECTION 45.13 hereinbelow) within the Second Office Facility Option Period shall result in an automatic, immediate and permanent lapse and termination of the date of delivery of Office Facility Option (but such lapse and termination shall not, by itself, terminate, diminish or affect in any way Tenant's obligation to pay all Impositions for or relating to Parcel C unless and until the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein conditions precedent to the contrarytermination of such obligations, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised as set out elsewhere in fullthis Lease, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder occurred and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofbeen satisfied).

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on August 26, 1998 and prior to 5:00 P.M., Eastern Standard Time on December 31, 1999, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which the Warrant has been exercisedCommon Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on December 31, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof1999.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarizationCompany) of any Notice of Exercise form be required. Upon delivery a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of deliver the aggregate Exercise Price (other than for the shares specified in the case applicable Notice of Exercise by wire transfer or cashier’s check drawn on a Cashless ExerciseUnited States bank unless the cashless exercise procedure specified in Section 2(c) below is received within three Trading Days of delivery of specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrarycontrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Registered Company), the Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in fullNEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, in which caseAS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. FORM OF CLASS A COMMON STOCK PURCHASE WARRANT ATTITUDE BEER HOLDING CO. Warrant No: 6 Issue Date: March 24, 2015 THIS COMMON STOCK PURCHASE WARRANT (the Registered Holder shall surrender “Warrant”) certifies that, for value received, TARPON BAY PARTNERS LLC, Executive Pavilion, 90 Xxxxx Xxxxxx, Xxxxxxxxxx XX 00000 Fax: (203) 431– 8301 or its assigns (the Warrant “Holder”) is entitled, upon the terms and subject to the Company for cancellation within three limitations on exercise and the conditions hereinafter set forth, and on or prior to the close of business on the seven (37) trading days year anniversary of the date Initial Exercise Date (the final Notice of Exercise is delivered “Termination Date”) but not thereafter, to subscribe for and purchase from ATTITUDE BEER HOLDING CO., a Delaware corporation (the “Company. Partial exercises of ”), a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount shares equal to the applicable number of Warrant Shares purchased. The Registered share the Holder and could acquire upon the complete conversion of the Note issued to it by the Company shall maintain records showing on or about the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection Issue Date (as subject to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares adjustment hereunder, the number “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant Shares available for purchase hereunder at any given time may shall be less than equal to the amount stated on the face thereofExercise Price, as defined in Section 2(b).

Exercise. Subject to the provisions of Sections 5 and 8, the Warrant and this Agreement, Warrants when evidenced by a Warrant countersigned by the Warrant Agent Certificate, may be exercised at a price (the "Exercise Price") of $6.00 per share of Common Stock in whole or in part at any time during the period (the "Exercise Period") commencing the date (the "Initial Exercise Date") of the Company's Prospectus and terminating on __________________________, 2001 (the "Expiration Date"). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and will be delivered together with payment to the office Warrant Agent at its corporate offices (the "Corporate Office"), in cash or by official bank or certified check, of the Warrant Agent, or an amount equal to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Exercise Price, in lawful money of the United States in good certified check or good bank draft payable of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the order number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent within three shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares, set forth in Section 5, have been 3 4 satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 5 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price payment to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Warrant Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full Warrant Shares issuable on such exercise. Within fifteen (315) trading days after the Exercise Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. Upon the exercise of any Warrant. No ink-original Notice of Exercise , the Warrant Agent shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery promptly deposit the payment into an escrow account established by mutual agreement of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of Company and the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than Agent at a federally insured commercial bank. All funds deposited in the case of escrow account will be disbursed on a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant weekly basis to the Company until the Registered Holder has purchased all of once they have been determined by the Warrant Shares available under Agent to be collected funds. Once the respective Warrant and such Warrant has been exercised in full, in which casefunds are determined to be collected, the Registered Holder Warrant Agent shall surrender cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of share certificates to the Company for cancellation within three (3) trading days shareholder, will be deducted from the exercise fee submitted prior to distribution of the date the final Notice of Exercise is delivered funds to the Company. Partial exercises A detailed accounting statement relating to the number of a Warrant resulting in purchases shares exercised and the net amount of a portion exercised funds remitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of the total number of Warrant Shares available thereunder shall have Warrants at any time as the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Warrants shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and agree that, purchased the shares of Common Stock prior to the record date fixed by reason the Board of Directors of the provisions Company for the determinations of this paragraph, following the purchase holders of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCommon Stock entitled to such dividend or other right.

Exercise. Subject to the provisions To exercise any portion of the Warrant and Option, Holder must remain in the continuous employ of the Company, or a subsidiary of the Company for at least one year from the date of this Agreement. After each year of such employment after the date of this Agreement, the Holder may purchase a Warrant countersigned by cumulative installment of one half of the Warrant Agent Option Shares, so that after two years 2 of such employment Holder may purchase all of the Option Shares. The Option may be exercised in whole or in part, at the option of Holder, on or before the Expiration Date (hereinafter defined) by the Registered Holder thereof by notice in writing delivering to the office Company written notice of Holder's exercise ("Exercise Notice") stating the Warrant Agentamount of Option Shares to be purchased thereby, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified accompanied by either (i) a check or good bank draft ("Check") made payable to the order of the Warrant Agent Company for the aggregate sum due for the Option Shares then being purchased, or (ii) notice to the Company that Holder elects to borrow the funds for such purchase in accordance with Paragraph 5 below ("Loan Notice"). As soon as practicable thereafter, and in any event within three ten (310) trading business days of the exercise Company's receipt of any Warrantthe Exercise Notice and either a Check or a Loan Notice, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. No ink-original Notice of Exercise Each such certificate shall bear the legend or legends required by applicable securities laws as well as such other legends the Company requires to be included on certificates for its Common Stock. Such certificate or certificates shall be required, nor shall deemed to have been issued and Holder or any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form persons so designated to be required. Upon delivery of the Notice of Exercise the Holder named therein shall be deemed for all corporate purposes to have become the a holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days shares as of the date the final Exercise Notice of Exercise is delivered to the Company. Partial exercises In the case of a Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise its Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face thereofremainder of the Option Shares.

Exercise. Subject to the provisions of this Section 8.6, the Warrant and Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), which shall be irrevocable except as set forth in this AgreementSection 8.6(a). The redemption shall occur on the Specified Redemption Date; provided, however, a Warrant countersigned by the Warrant Agent Specified Redemption Date shall not occur until such later date as may be exercised by the Registered Holder thereof by notice in writing specified pursuant to the office any agreement with an Original Limited Partner; and provided further that a holder of Class A Units shall not exercise a Redemption Right until as of the Warrant Agent, or to first Subsequent Closing without the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money prior written consent of the United States in good certified check or good bank draft payable to the order General Partner and Security Capital. An Original Limited Partner may exercise a Redemption Right any time and any number of times; provided, however, that a holder of Class A Units shall not exercise a Redemption Right until as of the Warrant Agent within three first Subsequent Closing without the prior written consent of the General Partner and Security Capital. A Redeeming Partner may not exercise the Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Units held by such Redeeming Partner. If (3i) trading days of an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the exercise of any Warrant. No ink-original Notice a Redemption Right hereunder and (ii) the issuance of Exercise shall be required, nor shall any medallion guarantee (or other type a Share Amount pursuant to the exercise of guarantee or notarization) a Redemption Right would violate the provisions of any Notice of Exercise form be required. Upon delivery Section 5.2 of the Notice Articles of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record Incorporation as a result of the Warrant ownership of such additional Units or Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price so acquired by such Original Limited Partner (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the date exercise of such purchases. The Company shall deliver any objection Redemption Right to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of comply with the provisions of this paragraph, following the purchase of a portion said Section 5.2 of the Warrant Shares hereunderArticles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the number amount which would be payable to such Redeeming Partner pursuant to Section 5.3 of Warrant the Articles of Incorporation if such Excess Shares available for purchase hereunder at were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Schedule 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any given time may be less than the amount stated on the face thereofform of waiver or exemption thereunder.

Exercise. Subject to the terms hereof, the Holder shall have the right, which may be exercised at any time during the period (the "Exercise Period") commencing as of September 15, 1999 (the "Issue Date") and continuing until the earlier of (i) the termination of the Investor Rights (as defined in the Investment Agreement), and (ii) 5:00 p.m., New York City time, on September 15, 2009 (the "Expiration Date"), to purchase from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of the Warrant and payment of the Exercise Price then in effect for such Warrant Shares. Notwithstanding the foregoing, if in the written opinion of counsel to the Company reasonably acceptable to the Holder approval of the Federal Communications Commission (the "FCC") is required before the Company may issue Warrant Shares upon the exercise of the Warrant, the Company may defer the issuance of such Warrant Shares until such time as approval of the FCC is obtained or is no longer required. The Company shall promptly notify the Holder in writing of any event which requires it to suspend exercise of the Warrant pursuant to the preceding sentence and of the termination of any such suspension. To the extent the Warrant is not exercised prior to the Expiration Date, it shall become void and all rights hereunder shall cease as of such time. If this Warrant is transferred, in whole or in part (except for transfers to affiliates of the Investor who are domestic subsidiaries of the Investor's ultimate parent corporation ("Control Group Affiliates")), it shall expire to the extent of the transferred portion 30 days after the later of (A) the date of such transfer and (B) the date on which this Warrant first became exercisable with respect to the transferred portion hereof. This Warrant shall not be exercisable by the Investor and its affiliates during any Involuntary Redemption Period or Default Redemption Period, as such terms are defined in the Investment Agreement, or from and after the date the Investor elects to cause the Company to effectuate a Company Sale pursuant to Section 9.5 of the Investment Agreement. Should a Holder which is a Control Group Affiliate determine, in its sole discretion, that it is prevented under applicable laws and regulations of the FCC from holding shares of Class A Common Stock issuable upon exercise of this Warrant, then, subject to adoption and approval of the stockholder proposal described in clause (iii) of the definition of "Stockholder Proposal" in the Stockholder Agreement, such Holder shall have the option to acquire shares of non-voting common stock of the Company upon exercise of this Warrant, on the same terms and conditions of exercise as are applicable to Class A Common Stock hereunder. The Warrant may be exercised, in whole or in part, at the election of the Holder, upon surrender at the principal office of the Company of the certificate or certificates evidencing the Warrant with the form of election to purchase attached as Exhibit A duly completed and signed ("Purchase Form"), and upon payment to the Company of the Exercise Price, as it may be adjusted as herein provided, for the number of Warrant Shares in respect of which the Warrant is then exercised; provided that the Warrant shall be exercisable in part only for a minimum of 1,000,000 Warrant Shares per exercise, or if less, the entire number of Warrant Shares which the Holder is entitled to purchase hereunder. Payment of the aggregate Exercise Price shall be made by wire transfer of immediately available funds to such account as the Company may specify. The Exercise Price shall be subject to adjustment as provided in Section 9. Subject to the provisions of Section 4 hereof, upon surrender of the Warrant and this Agreementpayment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder a certificate or certificates for the number of Warrant countersigned by Shares issuable upon the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office exercise of the Warrant Agent, together with cash as provided in Section 10. Such certificate or to the office of its successor as Warrant Agent. The aggregate Warrant Price certificates shall be paid in lawful money of the United States in good certified check or good bank draft payable deemed to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise have been issued and the Holder shall be deemed for all corporate purposes to have become the a holder of record of the such Warrant Shares with respect to which the Warrant has been exercised, irrespective as of the date of delivery the surrender of the Warrant Shares; provided and payment of the aggregate Exercise Price (other Price. In the event that this Warrant is exercised in respect of fewer than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and issuable on such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant exercise at any time prior to the Company for cancellation within three (3) trading days of Expiration Date, a new certificate evidencing the date the final Notice of Exercise is delivered to the Company. Partial exercises of a remaining Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder or Warrants will be issued, and the Company shall maintain records showing countersign and deliver the number of required new Warrant Shares purchased and the date of such purchasesCertificate or Certificates. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance When surrendered upon exercise of the Warrant, acknowledge this Warrant Certificate shall be cancelled and agree that, disposed of by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany.

Exercise. Subject to the provisions of this Section 8.6, the Warrant and Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), which shall be irrevocable except as set forth in this AgreementSection 8.6(a). The redemption shall occur on the Specified Redemption Date; provided, however, a Warrant countersigned by the Warrant Agent Specified Redemption Date shall not occur until such later date as may be exercised by specified pursuant to any agreement with an Original Limited Partner. An Original Limited Partner may exercise a Redemption Right any time and any number of times. A Redeeming Partner may not exercise the Registered Holder thereof by notice in writing to the office Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Warrant Agent, Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice a Redemption Right hereunder and (ii) the issuance of Exercise shall be required, nor shall any medallion guarantee (or other type a Share Amount pursuant to the exercise of guarantee or notarization) a Redemption Right would violate the provisions of any Notice of Exercise form be required. Upon delivery Section 5.2 of the Notice Articles of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record Incorporation as a result of the Warrant ownership of such additional Units or Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price so acquired by such Original Limited Partner (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the date exercise of such purchases. The Company shall deliver any objection Redemption Right to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of comply with the provisions of this paragraph, following the purchase of a portion said Section 5.2 of the Warrant Shares hereunderArticles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the number amount which would be payable to such Redeeming Partner pursuant to Section 5.3 of Warrant the Articles of Incorporation if such Excess Shares available for purchase hereunder at were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Schedule 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any given time may be less than the amount stated on the face thereofform of waiver or exemption thereunder.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on November 30, 1999 and prior to 5:00 P.M., Eastern Standard Time on November 30, 2001, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective second anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. Subject Warrants may be exercised, in whole or in part (but not as to the provisions fractional shares), by surrender of the Warrant and this Agreement, a Warrant countersigned by Certificate with the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing annexed Form of Election to the office of the Warrant AgentPurchase duly executed, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares together with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price for the Warrant Shares for which such Warrants are being exercised at the Company's principal offices at Xxx Xxxx Xxxx Xxxxxx, Xxx Xxxxxx, XX 00000. The Exercise Price shall be payable by certified or official bank check. The aggregate Exercise Price may also be paid, in whole or in part, by delivery of shares of Series A Preferred Stock or common stock, $.01 par value, of the Company (other than "Common Stock") owned by the Holding having an average Fair Market Value (as defined below) on the five business days ending two days immediately prior to the Exercise Date (as defined below) equal to the portion of the aggregate Exercise Price being paid in such shares. In addition, the Warrants may be exercised, by surrendering the Warrant Certificate in the manner specified in this Section 3, together with irrevocable instructions to the Company to issue in exchange for the Warrant Certificate the number of shares of Series A Preferred Stock equal to the product of (a) the number of shares as to which the Warrants are being exercised multiplied by (b) a fraction the numerator of which is the average Fair Market Value of a share of Series A Preferred Stock on the five business days ending two days immediately prior to the Exercise Date less the Exercise Price therefor and the denominator of which is such Fair Market Value. In the case of the purchase of less than all the shares of Series A Preferred Stock purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate and shall execute and deliver a Cashless Exercise) is received within three Trading Days new Warrant Certificate of delivery like tenor for the unexercised balance of the Notice of ExerciseWarrant Shares. Notwithstanding anything herein to For purposes hereof, "Exercise Date" shall mean the contrary, the Registered Holder shall not be date on which all deliveries required to physically surrender its Warrant be made to the Company until the Registered Holder has purchased all upon exercise of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant Warrants pursuant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder this Section 3.1 shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofbeen made.

Exercise. Subject Prior to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of all or any part of this Warrant. No ink-original Notice of Exercise , -------- Holder shall be required, nor shall any medallion guarantee give thirty (or other type of guarantee or notarization30) days prior written notice ("Holder Notice") of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes his intent to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant exercise to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxx 00000, or such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and other address as the Company shall maintain records showing designate in a written notice to the number of Warrant Shares purchased and the date of such purchasesHolder. The Company shall deliver any objection to any Notice of Exercise within one Within five (15) Business Day of days after receipt of such notice, the Company shall deliver to Holder: any Prospectus used by the Company during the year in which the Holder Notice is received, together with all supplemental information required to insure that such Prospectus does not omit to state or misstate a material fact; its Annual Report on Form 10-K, if any, for the Company's most recently completed fiscal year; all Quarterly Reports of Form 10- Q, if any, filed by the Company during its current fiscal year; and all Current Reports on Form 8-K, if any, filed by the Company during its current fiscal year. The Registered Holder and any assignee, by acceptance shall have until the thirtieth (30th) day from the date of the Holder Notice to rescind such notice. If Holder does not elect to rescind the Holder Notice, then on or within five (5) days after such thirtieth (30th) day, Holder shall deliver to the Company (the "Exercise Delivery"): (i) this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of ; (ii) a portion of the Warrant Shares hereunder, signed statement indicating the number of shares to be purchased; and (iii) a certified check in the amount of the Exercise Price. Upon receipt of the Exercise Delivery, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver, or cause to be executed and delivered to Holder a certificate for the number of whole Shares for which this Warrant Shares available for purchase hereunder at any given time may be is being exercised. If this Warrant is exercised with respect to less than all of the amount stated on Shares, the face thereofCompany shall issue a new warrant for the remaining shares covered by this Warrant.

Exercise. Subject to the provisions (a) Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the 7 Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provision set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing check made payable to the office Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good certified funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than two or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if two or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any two or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check or good bank draft made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. 8 (b) At any time upon the exercise of any two or more Warrants after the date hereof, the Warrant Agent shall, on a daily basis, within three (3) trading two business days after such exercise, notify the Representatives, their successors or assigns of the exercise of any Warrant. No ink-original Notice such Warrants and shall, on a weekly basis (subject to collection of Exercise shall be requiredfunds constituting the tendered Purchase Price, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery but in no event later than five business days after the last day of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to calendar week in which the Warrant has been exercisedsuch funds were tendered), irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein remit to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in Representatives an amount equal to $.40 for each Warrant being then exercised unless the Representatives shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended, (the 'Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable number of state securities or "blue sky" laws, or the Warrants are those underlying the Representatives' Warrants in which event, the Warrant Shares purchased. The Registered Holder Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Company Warrant Agent's obligation to make such payments shall maintain records showing be suspended until the number of Warrant Shares purchased amount payable aggregates $1,000, and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assigneeprovided further, by acceptance of the Warrant, acknowledge and agree that, by reason in any event, any such payment (regardless of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may amount) shall be made not less frequently than the amount stated on the face thereofmonthly.

Exercise. Subject to the provisions of the Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may only be exercised for purchase of whole shares of Common Stock. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Registered Holders thereof, either in full or from time to time in part. Warrants may be exercised upon surrender to the Company at the principal office of the Warrant Agent, of the certificate or certificates evidencing the Warrants to be exercised (except as otherwise provided herein), together with the form of election to purchase on the reverse thereof duly filled in and signed and upon payment to the office Warrant Agent for the account of its successor as Warrant Agentthe Company of the purchase price for the number of shares of Common Stock issuable on exercise of the Warrants then being exercised. The Payment of the aggregate Warrant Price purchase price shall be paid made in lawful money of the United States in good cash or by certified check or good official bank draft payable check. A Warrant shall be deemed to have been exercised immediately prior to the order close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent within three (3) trading days shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee event within five (or other type of guarantee or notarization5) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading business days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and after the date of such purchases. The notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of instruct the Warrant Shares hereunder, the number Agent to refrain from causing such issuance of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.certificates pending

Exercise. Subject to the provisions (a) Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent two or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing check made payable to the office Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good certified funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than two or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if two or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any two or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredCompany, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and Purchase Price, to be deposited promptly in the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany's bank account.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on ________ __, 1999 and prior to 5:00 P.M., Eastern Standard Time on _________ __, 2004, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective fourth anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. Subject Exercise of this Warrant shall be made upon surrender of this Warrant with the Warrant Exercise Form attached hereto duly completed and signed and delivered to the provisions Company, at its address 00 Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxx, Xxx Xxxx 00000 (or such office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof by notice designate in writing to the office Holder hereof). Payment upon exercise shall be made at the written option of the Warrant AgentHolder either (i) in cash, wire transfer or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good by certified or official bank check or good bank draft payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by the withholding of shares of Warrant Agent within three Stock otherwise issuable upon exercise of this Warrant, in accordance with Section 1.2 or (3iii) trading days by a combination of either of the exercise foregoing methods, for the number of any Warrant. No ink-original Notice shares of Exercise Warrant Stock specified in such form (as such number shall be required, nor shall adjusted to reflect any medallion guarantee (or other type adjustment in the total number of guarantee or notarizationshares of Warrant Stock issuable to the Holder pursuant to the terms of this Warrant) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Warrant Stock determined as provided herein. The Company shall promptly (but in no event later than five (5) business days after the date on which the Company receives this Warrant, the executed Warrant Exercise Form and payment of the Exercise Price, if any (the “Exercise Date”)), issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate for the shares of Warrant Stock issuable upon such exercise, with such restrictive legend as required by the Act, as applicable. Subject to the delivery of this Warrant, the executed Warrant Exercise Form and payment of the Exercise Price, if any, any person so designated by the Holder to receive Warrant Stock shall be deemed for all corporate purposes to have become the holder of record of the such shares of Warrant Shares with respect to which the Warrant has been exercised, irrespective Stock as of the date Exercise Date. If this Warrant is exercised in part only, the Company shall, upon surrender of delivery this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Warrant Shares; provided payment Holder hereof to purchase the balance of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.

Exercise. Subject to the provisions of the Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice at any time on or prior to the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing to of the office exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, or the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the United States in good certified check or good bank draft payable Registered Holder), unless prior to the order date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. If at the time of exercise of any Warrant (i) the market price of the Common Stock is greater than the then exercise price of the Warrant, (ii) the exercise of the Warrant Agent within three is solicited by a member of the National Association of Securities Dealers, Inc. (3"NASD") trading days and the soliciting member is designated in writing by the holder of the Warrants as the NASD member soliciting the exercise, (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the exercise of the Warrant is not in violation of Rule 101 of Regulation M (as such rule or any Warrant. No ink-original Notice successor rule may be in effect as of Exercise such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then such member shall be required, nor shall any medallion guarantee entitled to receive from the Company following exercise of each of the Warrants so exercised a fee of five percent (or other type of guarantee or notarization5%) of any Notice of Exercise form be required. Upon delivery the aggregate exercise price of the Notice of Exercise Warrants so exercised (the Holder shall be deemed "Solicitation Fee"). The procedures for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.Fee are as follows:

Exercise. Subject The Holder may exercise this Warrant at any time and from time to time during the period from the Initial Exercise Date to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed Expiration Date for all corporate purposes to have become the holder of record or any part of the Warrant Shares (but not for a fraction of a share) that may be purchased hereunder, as that number may be adjusted pursuant to Section 3 of this Warrant. The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, the completed and executed Form of Subscription delivered, and payment made for such Warrant Shares (such date, a “Date of Exercise”). Certificates for the Warrant Shares so purchased, together with respect any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense as soon as practicable after the rights represented by this Warrant has have been so exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the . In case of a Cashless Exercise) is received within three Trading Days purchase of delivery of less than all the Notice of Exercise. Notwithstanding anything herein Warrant Shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver to the contrary, Holder hereof within a reasonable time a new Warrant or Warrants of like tenor for the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all balance of the Warrant Shares available purchasable under the respective Warrant surrendered upon such purchase. Each stock certificate so delivered shall be registered in the name of such Holder and such issued with a legend in substantially the form of the legend placed on the front of this Warrant. Notwithstanding anything set forth herein, this Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant not be exercisable with respect to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total minimum number of Warrant Shares available thereunder shall have as will result in the effect Holder (together with its affiliates) owning, holding or beneficially owning more than 9.99% of lowering the outstanding number of Common Stock (the “Ownership Limit”), and at any time, and from time to time, if the Holder (together with its affiliates) owns, holds or beneficially owns a percentage less than the Ownership Limit, then this Warrant shall thereafter become exercisable, first with respect to any Warrant Shares purchasable thereunder for which this Warrant would have been exercisable but for the Ownership Limit and second, but in each case again, only to the extent that, after giving effect to such exercisability, such exercisability will not result in the Holder (together with its affiliates) owning, holding or beneficially owning more than the Ownership Limit. The restrictions set forth in this paragraph do not pertain if, excluding the shares for which this Warrant is then exercisable, the Holder (together with its affiliates) owns, holds or beneficially owns outstanding Capital Stock in an amount equal greater than the Ownership Limit. The restrictions set forth in this paragraph may be waived by the Holder upon written notice to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany.

Exercise. Subject to the provisions of Sections 4, 7 and 8, the Warrant and this AgreementWarrants, when evidenced by a Warrant countersigned Certificate, may be exercised at a price (the "Exercise Price") set forth in Section 1 hereof, on the basis of one Warrant for one share of Common Stock in whole or in part at any time during the period (the "Exercise Period") commencing on _______,1997, or earlier if so determined by Argent (the "Initial Exercise Date") and terminating on ______________, 2000 (the "Expiration Date"), unless extended by a majority vote of the Company's Board of Directors at its discretion. Notwithstanding the foregoing, the Argent Warrants will be exercisable commencing on the date of their issuance and terminating on the Expiration Date. The Company shall promptly notify the Warrant Agent may of any such extension of the Exercise Period of the Warrants. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and will be delivered together with payment to the office Warrant Agent at 1825 Xxxxxxxx Xxxxxx, Suite 444, Denver, CO 80202 (the "Corporate Office"), in cash or by official bank or certified check, of the Warrant Agent, or an amount equal to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. In addition, Within thirty days after the Exercise Date and in good certified check any event prior to the pertinent Expiration Date, pursuant to a Stock Transfer Agreement between the Company and the Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or good bank draft payable persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the Exercise Price to be promptly made to the order of the Company. Expenses incurred by the Warrant Agent within three (3) trading days while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered funds to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal A detailed accounting statement relating to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased Warrants exercised and the date net amount of such purchasesexercised funds remitted will be given to the Company with the payment of each exercise amount. The Company shall deliver any objection to any Notice of This will serve as an interim accounting for the Company's use during the Exercise within one (1) Business Day of receipt of such noticePeriod. The Registered Holder and any assignee, A complete accounting will be made by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderAgent to the Company concerning all persons exercising Warrants, the number of Warrant Shares available for purchase hereunder issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any given time may as the absolute owner thereof for all purposes, and the Company shall not be less than affected by any notice to the amount stated contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the face thereofCommon Stock unless the holder shall have exercised the Warrants and purchased the Warrant Shares prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.

Exercise. Subject to the provisions (a) Preferred Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Preferred Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing check made payable to the office Preferred Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good certified funds by the Preferred Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Preferred Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Series 1 Preferred Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Series 1 Preferred Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Preferred Warrants have been exercised, the Preferred Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Series 1 Preferred Stock certificate or certificates for the shares of Series 1 Preferred Stock deliverable upon such exercise, and the Preferred Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Preferred Warrants, the Preferred Warrant Agent shall promptly notify the Company and the Representative in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredCompany, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and Purchase Price, to be deposited promptly in the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany's bank account.

Exercise. Subject to the provisions of the (a) Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by notice the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of such investment banks and brokerage houses as the Company shall approve in writing to the office of the Warrant Agent, or certificates shall immediately be issued without prior notice to the office of its successor as Warrant AgentCompany or any delay. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of Upon the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery Warrant and clearance of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of funds received, the Warrant Shares with respect to which Agent shall promptly remit the payment received for the Warrant has been exercised, irrespective of (the date of delivery of the "Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless ExerciseProceeds") is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to or as the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered may direct in writing, subject to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofSections 4(b) and 4(c) hereof.

Exercise. Subject to the provisions of the This Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof Warrantholder by notice in writing (i) the surrender of this Warrant to the office Company, with a duly executed Exercise Form specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Warrant AgentExercise Period and (ii) the delivery of payment to the Company, by (A) cash, wire transfer of immediately available funds to a bank account specified by the Company, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid by certified or bank cashier's check in lawful money of the United States in good certified check of America, or good bank draft payable (B) by cancellation by the Warrantholder of indebtedness of the Company to the order Warrantholder, or (C) by a combination of (A) and (B), of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and specified in the date of such purchasesExercise Form. The Company agrees that such Warrant Shares shall deliver any objection be deemed to any Notice of Exercise within one (1) Business Day of receipt be issued to the Warrantholder as the record holder of such notice. The Registered Holder and any assignee, by acceptance Warrant Shares as of the Warrant, acknowledge close of business on the date on which this Warrant shall have been surrendered and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of payment made for the Warrant Shares hereunderas aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the number Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares available for purchase hereunder at any given time may be less than the amount stated issuable on the face thereofexercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in good certified check or good bank draft payable to Section 2(c) below is specified in the order applicable Notice of Exercise; provided, however, in the Warrant Agent event that the Holder has not delivered such aggregate Exercise Price within three (3) trading days Trading Days following the date of such exercise as aforesaid, the exercise of any WarrantCompany shall not be obligated to deliver such Warrant Shares hereunder until such payment is made. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2002, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective second anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. Subject to the provisions of Sections 4, 7 and 8, the Warrant and this AgreementWarrants, when evidenced by a Warrant countersigned by the Warrant Agent Certificate, may be exercised at the price per share set forth on the face thereof (the "Exercise Price") in whole or in part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on the date three years later, unless extended by the Company's Board of Directors (the "Exercise Period"). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and will be delivered together with payment to the office Warrant Agent at 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, (the "Corporate Office") or such other place as designated by the Company, in cash or by official bank or certified check, of the Warrant Agent, or an amount equal to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in good certified check Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the exercising Registered Holder or good bank draft payable to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Warrant Agent within three (3) trading days of Company. Upon the exercise of any Warrant. No ink-original Notice of Exercise , the Warrant Agent shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery promptly deposit the payment into a segregated account established by mutual agreement of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of Company and the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than Agent at a federally insured commercial bank. All funds deposited in the case of escrow account will be disbursed on a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant weekly basis to the Company until the Registered Holder has purchased all of once they have been determined by the Warrant Shares available under Agent to be collected funds. Once the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the Company for cancellation within three (3) trading days shareholder, will be deducted from the exercise fee submitted prior to distribution of the date the final Notice of Exercise is delivered funds to the Company. Partial exercises A detailed accounting statement relating to the number of a shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the exercise periods. A complete accounting will be made by the Warrant resulting in purchases Agent to the Company concerning all persons exercising Warrants, the number of a portion shares issued and the amounts paid at the completion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchasedExercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Warrants shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and agree that, purchased the shares of Common Stock prior to the record date fixed by reason the Board of Directors of the provisions Company for the determination of this paragraph, following the purchase holders of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCommon Stock entitled to such dividend or other right.

Exercise. Subject to the provisions of the Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing at any time on or after the Initial Exercise Date, but not after the Expiration Date, upon surrender of the Warrant Certificate to Millicom at the office of the Warrant Agent, or with the form of election to purchase on the reverse side thereof duly filled and executed, and upon payment of the full Exercise Price therefor to the office warrant Agent on behalf of its successor as Warrant Agent. The aggregate Warrant Millicom, subject to the terms conditions set forth herein and in the warrant Certificate Payment of the Exercise Price shall be paid made in lawful money of the United States in good cash or by certified or bank check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days for the account of Millicom. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Registered Holders thereof, either as an entirety or from time to time for part only of the shares of ASN Common Stock specified therein and, in the event that any Warrant is exercised in respect of less than all of the shares specified therein at any time prior to the Expiration Date, a new Warrant or Warrants shall be issued to such Registered Holder for the remaining number of shares specified in the Warrant Certificate so surrendered, and the Warrant Agent is hereby authorized to countersign and to deliver the required new Warrant Certificates pursuant to the provisions of this Section and Section 3 of this Agreement and Millicom, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of Millicom as provided in Section 3 hereof for such purpose. A warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify Millicom in writing of the exercise of any the Warrant. No ink-original Notice Promptly following clearance of Exercise funds therefor, the Warrant Agent, on behalf of Millicom, shall cause to be requiredissued and delivered by the Transfer Agent, nor shall to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any medallion guarantee (or other type remaining unexercised Warrants of guarantee or notarization) the Registered Holder). Upon the exercise of any Notice of Exercise form be required. Upon delivery Warrant and clearance of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of funds received, the Warrant Shares with respect Agent shall promptly remit the payment received for the warrant to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than Millicom or as Millicom may direct in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercisewriting. Notwithstanding anything herein in the foregoing to the contrary, the Registered Holder Warrant Agent shall not be required liable to physically surrender its Warrant remit to Millicom funds not received by it upon the Company until the Registered Holder has purchased all exercise of the Warrant Shares available under Warrants if the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder warrant Agent shall have delivered certificates for the effect of lowering securities issuable upon the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date exercise of such purchases. The Company shall deliver any objection to any Notice Warrants upon the instruction of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofMillicom.

Exercise. Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised at a price (the "Exercise Price") of $3.50 per share, in whole or in part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on July 31, 2004, unless extended by the Company's Board of Directors (the "Exercise Period"), at any time during such period that the Company's Registration Statement with respect to the Warrant Shares is effective and this Agreement, a Warrant countersigned by current. The Company shall promptly notify the Warrant Agent may of the effectiveness of such Registration Statement, any suspension of effectiveness and of any such extension of the Exercise Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and will be delivered together with payment to the office Warrant Agent at 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, (the "Corporate Office") or such other place as designated by the Company, in cash or by official bank or certified check, of the Warrant Agent, or an amount equal to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in good certified check Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the exercising Registered Holder or good bank draft payable to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Warrant Agent within three (3) trading days of Company. Upon the exercise of any Warrant. No ink-original Notice of Exercise , the Warrant Agent shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery promptly deposit the payment into a segregated account established by mutual agreement of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of Company and the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than Agent at a federally insured commercial bank. All funds deposited in the case of escrow account will be disbursed on a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant weekly basis to the Company until the Registered Holder has purchased all of once they have been determined by the Warrant Shares available under Agent to be collected funds. Once the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the Company for cancellation within three (3) trading days shareholder, will be deducted from the exercise fee submitted prior to distribution of the date the final Notice of Exercise is delivered funds to the Company. Partial exercises A detailed accounting statement relating to the number of a shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the exercise periods. A complete accounting will be made by the Warrant resulting in purchases Agent to the Company concerning all persons exercising Warrants, the number of a portion shares issued and the amounts paid at the completion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchasedExercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Warrants shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and agree that, purchased the shares of Common Stock prior to the record date fixed by reason the Board of Directors of the provisions Company for the determination of this paragraph, following the purchase holders of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCommon Stock entitled to such dividend or other right.

Exercise. Subject To the extent that the SAR shall have become and remains exercisable as provided in Section 3 and subject to such reasonable administrative regulations as the Board or the Committee may have adopted, the SAR may be exercised, in whole or in part, by notice to the provisions Secretary of the Warrant and this Agreement, a Warrant countersigned by Company or the Warrant Agent may be exercised by the Registered Holder thereof by notice Option Administration Department in writing given 15 business days prior to the office date on which the Grantee expects to exercise the SAR (the “Exercise Date”), specifying the number of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant SAR Shares with respect to which the Warrant has been exercisedSAR is being exercised (the “Exercise Shares”) and the expected Exercise Date, irrespective provided that if shares of Common Stock are traded on a U.S. national securities exchange or bid and ask prices for shares of Common Stock are quoted over the NASDAQ National Market (“NASDAQ”) operated by the National Association of Securities Dealers, Inc., notice may be given five business days before the Exercise Date. Upon exercise of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrarySAR, the Registered Holder Grantee shall not be required entitled to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of receive a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have shares of Common Stock (the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount “Net SAR Shares”) equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing quotient obtained by dividing x by y, where: x = the number of Warrant Exercise Shares purchased and multiplied by the date excess, if any, of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1A) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase Fair Market Value of a portion share of Common Stock on the Warrant Shares hereunderExercise Date over (B) the Exercise Price, and y = the Fair Market Value of a share of Common Stock on the Exercise Date. No fractional share of Common Stock shall be issued to make any payment in respect of SAR; if any fractional share would be issuable, the number of Warrant Net SAR Shares available for purchase hereunder at payable to the Grantee shall be rounded down to the next whole share (no payment of cash, shares or other consideration shall be made with respect to such fractional share). The Company may require the Grantee to furnish or execute such other documents as the Company shall reasonably deem necessary (i) to evidence such exercise, (ii) to determine whether registration is then required under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and (iii) to comply with or satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any given time may be less than the amount stated on the face thereof.other law. SARS: July 1, 2008 Issuance

Exercise. (a) Subject to the provisions of Article V, each of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent --------- Warrants may be exercised by the Registered Holder thereof by notice in writing applicable Purchaser, or such Purchaser's successor Holders, at any time or from time to time after the Closing Date and prior to 12:00 p.m. midnight (Dallas, Texas time) on the tenth (10th) anniversary of the Closing Date; provided, however, -------- ------- that as a condition to the office expiration of any Warrant exercise rights, the Company shall be required to give each Holder not more than ninety (90) and not less than sixty (60) days' prior written notice of such expiration. Each of the Warrants may be exercised on any day that is a Business Day, for all or any part of the number of Issuable Warrant AgentShares purchasable upon its exercise. In order to exercise any Warrant, in whole or in part, the Holder will deliver to the office Company at the address designated by the Company pursuant to Section 10.06, (i) a ------------- written notice of such Holder's election to exercise its successor as Warrant, which notice will specify the number of Issuable Warrant Agent. The aggregate Warrant Price shall Shares to be paid in lawful money purchased pursuant to such exercise, (ii) payment of the United States Exercise Price, in good certified check or good bank draft payable an amount equal to the order aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (iii) the Warrant. Such notice will be substantially in the form of the Warrant Agent Subscription Form appearing at the end of the Warrants. Upon the receipt of such notice, the Company will, as promptly as practicable, and in any event within three (3) trading days Business Days, execute, or cause to be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Agreement. The certificate or certificates so delivered will be in such denominations as may be specified in such notice or by such Holder and will be registered in the exercise name of any Warrantsuch Holder, or such other name as designated in such notice or by such Holder. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall A Warrant will be deemed for all corporate purposes to have been exercised, such certificate or certificates will be deemed to have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become the a holder of record of shares for all purposes, as of the date that payment of the Exercise Price and the applicable Warrant are received by the Company. If the Warrant has been exercised in part, then the Company will, at the time of delivery of such certificate or certificates, deliver to such Holder a new Warrant evidencing the rights of such Holder to purchase a number of Issuable Warrant Shares with respect to which the Warrant has not been exercised, irrespective which new Warrant will, in all other respects, be identical with the Warrants, or, with the consent of the date of delivery of such Holder, appropriate notation may be made on the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of and the Warrant Shares available under the respective Warrant and returned to such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofHolder.

Exercise. Subject to the provisions of this Section 8.6, the Warrant and Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), which shall be irrevocable except as set forth in this AgreementSection 8.6(a). The redemption shall occur on the Specified Redemption Date; provided, however, a Warrant countersigned by Specified Redemption Date shall not occur until on or after the Warrant Agent First Redemption Date (or such later date as may be exercised by the Registered Holder thereof by notice in writing specified pursuant to the office any agreement with an Original Limited Partner); and provided further that a holder of Class A Units shall not exercise a Redemption Right until as of the Warrant Agentfirst Subsequent Closing. An Original Limited Partner may exercise a Redemption Right any time after the date hereof with an effective Specified Redemption Date as of a date on or after the First Redemption Date and any number of times; provided, or to the office however, that a holder of its successor Class A Units shall not exercise a Redemption Right until as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to first Subsequent Closing. A Redeeming Partner may not exercise the order Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Warrant Agent within three Units held by such Redeeming Partner. If (3i) trading days of an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the exercise of any Warrant. No ink-original Notice a Redemption Right hereunder and (ii) the issuance of Exercise shall be required, nor shall any medallion guarantee (or other type a Share Amount pursuant to the exercise of guarantee or notarization) a Redemption Right would violate the provisions of any Notice of Exercise form be required. Upon delivery Section 5.2 of the Notice Articles of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record Incorporation as a result of the Warrant ownership of such additional Units or Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price so acquired by such Original Limited Partner (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the date exercise of such purchases. The Company shall deliver any objection Redemption Right to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of comply with the provisions of this paragraph, following the purchase of a portion said Section 5.2 of the Warrant Shares hereunderArticles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the number amount which would be payable to such Redeeming Partner pursuant to Section 5.3 of Warrant the Articles of Incorporation if such Excess Shares available for purchase hereunder at were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Schedule 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any given time may be less than the amount stated on the face thereofform of waiver or exemption thereunder.

Exercise. Subject to the provisions of Sections 4 and 7, the Warrant and this AgreementWarrants, when evidenced by a Warrant countersigned Certificate, may be exercised in whole or in part at any time during the period (the "Exercise Period") commencing on _______________, 200__ (the "Exercise Date") until ________________, 200___ (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent may and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price and shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requireddelivered, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares together with respect to which the Warrant has been exercisedpayment therefor, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until at its corporate offices located at 711 S. Carson Strxxx, Xxxxx #0, Carson City, NV, 89701 (the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full"Corporate Office"), in which casecash or by official bank or certified check, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of aggregate Exercise Price, in lawful money. Unless Warrant Shares purchased. The Registered Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. The Company shall deliver not be obligated to issue any objection to fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Notice Warrant, or scrip or cash therefor, and such fractional shares shall be of Exercise within no value whatsoever. If more than one (1) Business Day Warrant shall be exercised at one time by the same Registered Holder, the number of receipt of such notice. The Registered Holder and any assignee, by acceptance full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Warrantaggregate number of full Shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as he absolute owners thereof for purchase hereunder at all purposes, and the Company shall not be affected by any given time may be less than notice to the amount stated contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the face thereofCommon Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.

Exercise. Subject to the provisions of the Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing to of the office exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, or the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the United States in good certified check or good bank draft payable Registered Holder), unless prior to the order date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. {If at the time of exercise of any Warrant (i) the market price of the Common Stock is greater than the then exercise price of the Warrant, (ii) the exercise of the Warrant Agent within three is solicited by a member of the National Association of Securities Dealers, Inc. (3"NASD") trading days and the soliciting member is designated in writing by the holder of the Warrants as the NASD member soliciting the exercise, (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the exercise of the Warrant is not in violation of Rule 101 of Regulation M (as such rule or any Warrant. No ink-original Notice successor rule may be in effect as of Exercise such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the such member shall be required, nor shall any medallion guarantee entitled to receive from the Company following exercise of each of the Warrants so exercised a fee of five percent (or other type of guarantee or notarization5%) of any Notice of Exercise form be required. Upon delivery the aggregate exercise price of the Notice of Exercise Warrants so exercised (the Holder shall be deemed "Solicitation Fee"). The procedures for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.Fee are as follows:

Exercise. Subject to the provisions Within ten (10) Business Days of receipt of the Termination Notice (the "Termination Period"), this Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof Warrantholder in the manner set forth in Section 1.2(a) above during normal business hours on any Business Day during the Termination Period. In the event of any exercise of the rights represented by notice this Warrant in writing compliance with this Section 1.5(b), the Company shall, or shall cause its transfer agent to, within two (2) Business Days of the Company's receipt of the Aggregate Exercise Price and this Warrant (or an indemnification undertaking or other form of security reasonably satisfactory to the office Company with respect to this Warrant in the case of its loss, theft or destruction) either (A) at the Warrantholder's request, credit such aggregate number of shares of Common Stock to which the Warrantholder shall be entitled upon such exercise to the holder's or its designee's balance account with the DTC through its Deposit Withdrawal Agent Commission system, provided that (i) Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, (ii) the Warrantholder is eligible to receive shares through DTC, and (iii) the certificates for the Common Stock do not bear a legend thereon, or (B) issue and deliver to the address as specified in the Exercise Form, a certificate or certificates in such denominations as may be requested by the holder in the Exercise Form, registered in the name of the Warrant AgentWarrantholder or its designee, or for the number of shares of Common Stock to which the office of its successor as Warrant Agent. The aggregate Warrant Price Warrantholder shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredentitled upon such exercise. Upon delivery of the Notice Aggregate Exercise Price and this Warrant, the holder of Exercise the Holder this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the this Warrant has been exercised. If this Warrant is not exercised during the Termination Period or is exercised only in part, irrespective this Warrant or the remainder thereof, as applicable, shall immediately cease to be exercisable and shall be cancelled, and the Warrantholder shall cease to have any rights with respect to this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of delivery which the Warrantholder shall be deemed to be the record holder of the such Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.

Exercise. Subject Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States Company) of a duly executed Notice of Exercise in good certified check or good bank draft payable to the order of the Warrant Agent form attached hereto as Schedule A and within three (3) trading days of the exercise of any Warrant. No ink-original date said Notice of Exercise is received by the Company, the Company shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise have received from the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in for the case of Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a Cashless Exercise) is received within three Trading Days of delivery of the Notice of ExerciseUnited States bank. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to received by the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. In the event of any dispute or discrepancy, the records of the Company shall be controlling. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one three (13) Business Day business days of receipt of such notice. The Registered Holder and any assigneeHolder, by acceptance of the this Warrant, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing delivery to the office Company of a notice of exercise in the form attached hereto as Annex A (“Notice of Exercise”) or by delivery to the Warrant Agent, or to the office Agent of its successor as Warrant Agenta Notice of Exercise through DTC. The aggregate Warrant Exercise Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days Trading Days of the delivery of Notice of Exercise in connection with a exercise of any Warrant, unless cashless exercise is used. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Registered Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. For purposes herein, “Trading Day” means (i) a day on which the Company’s primary Trading Market (as defined below) is open for business, or (ii) if the Common Stock is not then listed or quoted for trading on a Trading Market, a Business Day. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.

Exercise. Subject to the provisions of the (a) Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof at any time during the two year period commencing one year from the Effective Date, or earlier with the consent of the Underwriter, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrant. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by notice the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of the Representative or such other investment banks and brokerage houses as the Company shall approve in writing to the office of the Warrant Agent, by the Representative or such other investment bank or brokerage house, certificates shall immediately be issued without prior notice to the office of its successor as Warrant AgentCompany or any delay. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of Upon the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery Warrant and clearance of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of funds received, the Warrant Shares with respect to which Agent shall promptly remit the payment received for the Warrant has been exercised, irrespective of (the date of delivery of the "Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless ExerciseProceeds") is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to or as the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered may direct in writing, subject to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of Paragraphs 4(b) and 4(c) of this paragraphAgreement. TRANS GLOBAL SERVICES, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.INC. WARRANT AGREEMENT

Exercise. Subject to the provisions of the (a) Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the cash or check received from the exercise of a Warrant in an account for the benefit of the Company and shall notify the Company in writing to of the office exercise of the Warrants. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, or the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent to the office of its successor as person or persons entitled to receive the same a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Agent. The aggregate Warrant Price shall be paid in lawful money Certificate for any remaining unexercised Warrants of the United States in good certified check or good bank draft payable to the order of Registered Holder), provided that the Warrant Agent within three (3) trading days shall refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery Warrant and clearance of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of funds received, the Warrant Shares with respect to which Agent shall promptly remit the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender for the Warrant to the Company for cancellation within three (3) trading days or as the Company may direct in writing. Notwithstanding anything in the foregoing to the contrary, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission a registration statement under the Act covering the shares of Common Stock issuable upon exercise of such Warrant and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the date the final Notice state of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion residence of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchasesWarrant. The Company shall deliver any objection use its best efforts to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of have all shares so registered or qualified on or before the Warrant, acknowledge and agree that, by reason of date on which the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofWarrants become exercisable.

Exercise. Subject to the provisions of the conditions set forth herein, this Warrant is exercisable at any time on or after March 1, 2002 and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing prior to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares Expiration Date with respect to which the Warrant has been exercised, irrespective all or any part of the date shares of delivery Common Stock set forth in the first paragraph of this Warrant; provided, that this Warrant shall not be exercisable with respect to any such shares of Common Stock if a Qualified Initial Public Offering (as defined in the Certificate of Designations establishing and fixing the rights and preferences of the Company's Series A Convertible Preferred Stock) shall have been consummated prior to March 1, 2002. Any unexercised portion of this Warrant Shares; provided shall terminate on the Expiration Date. The Company agrees that the shares of Common Stock purchased under this Warrant shall be, and are deemed to be, issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which (a) this Warrant shall have been surrendered, properly endorsed, (b) the completed, executed Form of Subscription and Form of Investment Representation, if applicable, shall have been delivered and (c) full payment of the aggregate Exercise Stock Purchase Price (in respect of such exercise shall have been made in cash or check for such shares. Certificates for the shares of Common Stock so purchased, together with any other than in securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense promptly after the rights represented by this Warrant have been so exercised. In case of a Cashless Exercise) is received within three Trading Days purchase of delivery less than all the shares of the Notice of Exercise. Notwithstanding anything herein to the contraryCommon Stock which may be purchased under this Warrant, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing cancel this Warrant and promptly execute and deliver a new Warrant or Warrants of like tenor for the number balance of the shares of Common Stock purchasable under the Warrant Shares purchased surrendered upon such purchase to the Holder hereof. Each certificate for shares of Common Stock so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the date name of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofHolder.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on November 20, 1998 and prior to 5:00 P.M., Eastern Standard Time on November 20, 2000, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective second anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. Subject to the provisions of this Section 8.6, the Warrant and Original Limited Partners shall have the right (the “Redemption Right”) to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the “Redeeming Partner”), which shall be irrevocable except as set forth in this AgreementSection 8.6(a). The redemption shall occur on the Specified Redemption Date; provided, however, a Warrant countersigned by the Warrant Agent Specified Redemption Date shall not occur until such later date as may be exercised by specified pursuant to any agreement with an Original Limited Partner. An Original Limited Partner may exercise a Redemption Right any time and any number of times. A Redeeming Partner may not exercise the Registered Holder thereof by notice in writing to the office Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Warrant Agent, Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice a Redemption Right hereunder and (ii) the issuance of Exercise shall be required, nor shall any medallion guarantee (or other type a Share Amount pursuant to the exercise of guarantee or notarization) a Redemption Right would violate the provisions of any Notice of Exercise form be required. Upon delivery Section 5.2 of the Notice Articles of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record Incorporation as a result of the Warrant ownership of such Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price so acquired by such Original Limited Partner (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the “Excess Shares”) and (iii) such Original Limited Partner does not revoke or amend the date exercise of such purchases. The Company shall deliver any objection Redemption Right to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of comply with the provisions of this paragraph, following the purchase of a portion said Section 5.2 of the Warrant Shares hereunderArticles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the number amount which would be payable to such Redeeming Partner pursuant to Section 5.3 of Warrant the Articles of Incorporation if such Excess Shares available for purchase hereunder at any given time may be less than were issued in violation of Section 5.2 of the amount stated on Articles of Incorporation and Regency exercised the face thereof.remedies pursuant to said Section 5.3

Exercise. Subject to the provisions of Sections 5 and 8, the Warrant and this AgreementWarrants, when evidenced by a Warrant countersigned by the Warrant Agent Certificate, may be exercised at a price (the "Exercise Price") of $_____ per share of Common Stock in whole or in part at any time during the period (the "Exercise Period") commencing the date (the "Initial Exercise Date") of the Company's Prospectus and terminating twenty-four (24) months from the effective date of the Public Offering (the "Expiration Date"). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and will be delivered together with payment to the office Warrant Agent at its corporate offices (the "Corporate Office"), in cash or by official bank or certified check, of the Warrant Agent, or an amount equal to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Exercise Price, in lawful money of the United States in good certified check or good bank draft payable of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the order number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent within three (3) trading shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares, set forth in Section 4, have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 5 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price payment to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and, in any event, prior to the pertinent Expiration Date, pursuant to a Stock Transfer Agreement between the Company and Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. Upon the exercise of any Warrant. No ink-original Notice of Exercise , the Warrant Agent shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery promptly deposit the payment into an escrow account established by mutual agreement of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of Company and the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than Agent at a federally insured commercial bank. All funds deposited in the case of escrow account will be disbursed on a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant weekly basis to the Company until the Registered Holder has purchased all of once they have been determined by the Warrant Shares available under Agent to be collected funds. Once the respective Warrant and such Warrant has been exercised in full, in which casefunds are determined to be collected, the Registered Holder Warrant Agent shall surrender cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the Company for cancellation within three (3) trading days shareholder, will be deducted from the exercise fee submitted prior to distribution of the date the final Notice of Exercise is delivered funds to the Company. Partial exercises A detailed accounting statement relating to the number of a Warrant resulting in purchases shares exercised and the net amount of a portion exercised funds remitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of the total number of Warrant Shares available thereunder shall have Warrants at any time as the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Warrants shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and agree that, purchased the shares of Common Stock prior to the record date fixed by reason the Board of Directors of the provisions Company for the determinations of this paragraph, following the purchase holders of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCommon Stock entitled to such dividend or other right.

Exercise. Subject to the provisions of SECTION 10.11, Landlord hereby grants to Tenant an option (the Warrant "SECOND PARCEL B EXPANSION OPTION") to cause this Lease to be amended so as to (i) obligate Landlord to construct on either or both of Parcels B and this Agreement, a Warrant countersigned by D an addition (the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing "SECOND PARCEL B ADDITION") to the office of the Warrant Agent, Initial Building located on Parcel A or to the office First Parcel B Addition (if such Addition shall then exist) and (ii) for all purposes of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money this Lease, add to and include within the definition of the United States in good certified check or good bank draft payable "Premises" such Second Parcel B Addition, add to and include within the definition of the "Land" both of Parcels B and D (unless such Parcels had previously been leased to Tenant hereunder pursuant to Tenant's exercise of the First Parcel B Expansion Option), and cause the Second Parcel B Addition to be deemed to be within the definition of a "Building", all on and subject to the order terms and conditions set forth in this ARTICLE 45 and subject to the additional condition set out in the following sentence. Anything in this Lease to the contrary notwithstanding, Tenant shall not have, and may not exercise, the Second Parcel B Expansion Option unless either (a) Tenant shall have previously duly exercised the First Parcel B Expansion Option and leased the First Parcel B Addition or (b) Tenant shall have paid to Landlord on the first day (without any extensions, notices or grace periods except as expressly provided in SECTION 45.13) of the Warrant Agent Second Parcel B Expansion Period and also on the first day of each succeeding 12-month period within three the Second Parcel B Expansion Period (3without any extensions, notices or grace periods) trading days the sum of Ninety Thousand Dollars ($90,000.00) in cash. Subject to the preceding sentence, Tenant may exercise the Second Parcel B Expansion Option during the period (the "SECOND PARCEL B EXPANSION OPTION PERIOD") beginning on the first day of the eighth Lease Year and ending on the last day of the twentieth Lease Year (i.e., the Initial Expiration Date). Tenant shall exercise the Second Parcel B Expansion Option, if at all, by delivering to Landlord within the Second Parcel B Expansion Option Period a written notice (the "SECOND PARCEL B EXPANSION NOTICE") stating that Tenant is thereby unconditionally exercising the Second Parcel B Expansion Option. Tenant's failure for any reason whatsoever, whether or not within Tenant's control, to timely deliver the Second Parcel B Expansion Option Notice to Landlord within the Second Parcel B Expansion Option Period shall constitute Tenant's irrevocable election not to exercise the Second Parcel B Expansion Option and its irrevoca ble waiver and release thereof, and shall automatically and without any notice or any grace or cure period result in the permanent and complete expiration, lapsing and termination of such Option. If Tenant has not duly exercised the First Parcel B Expansion Option, then failure to pay the required $90,000.00 sum on the first day of any Warrant. No ink-original Notice of Exercise shall be requiredLease Year within the Second Parcel B Expansion Option Period (without any extensions, nor shall any medallion guarantee (notices or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares grace periods except as is expressly provided, with respect to which the Warrant has been exercisedfirst of such payments only, irrespective in SECTION 45.13 hereinbelow) shall result in an automatic, immediate and permanent lapse and termination of the date of delivery of Second Parcel B Expansion Option (but such lapse and termination shall not, by itself, terminate, diminish or affect in any way Tenant's obliga tion to pay all Impositions for or relating to Parcel B unless and until the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein conditions precedent to the contrarytermination of such obligations, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised as set out elsewhere in fullthis Lease, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder occurred and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofbeen satisfied).

Exercise. Subject to the provisions of the Warrant and this AgreementGlobal Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant countersigned Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise Period a notice of exercise of the Warrants to be exercised (i) in the form attached to the Global Warrant or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) and within one (1) Trading Day of the Date of Exercise, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or DTC from time to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Companytime. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Notwithstanding anything herein to the contrary, the Holder and shall not be required to physically surrender a Warrant Certificate until the Company shall maintain records showing the number of Warrant Shares Holder has purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion all of the Warrant Shares hereunderavailable thereunder and the Warrant has been exercised in full, in which case, the number Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. For avoidance of doubt, the Warrant Agent shall have no liability for the Company’s failure for any reason to deliver to the Holder the Warrant Shares available subject to a Notice of Exercise by the Warrant Share Delivery Date (as defined in the Warrant). All other requirements for purchase hereunder at any given time may the exercise of a Warrant (which shall not be less than inconsistent with the amount stated on terms and conditions of this Agreement) shall be as set forth in the face thereofWarrant and the exercise of a Warrant shall be conducted in accordance with the customary procedures of the Warrant Agent.

Exercise. Subject Warrants may be exercised, in whole or in part (but not as to fractional shares), by surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the Warrant Securities for which such Warrants are being exercised at the Company's principal offices at Five Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000. The Exercise Price shall be payable by certified or official bank check. The Exercise Price may also be paid, in whole or in part, in shares of Common Stock owned by the Holder having an average Fair Market Value (as defined below) over the last five (5) trading days immediately preceding the Exercise Date (as defined below) equal to the provisions portion of Exercise Price being paid in such shares. In addition, the Warrants may be exercised, by surrendering the Warrant Certificate in the manner specified in this Section 3, together with irrevocable instructions to the Company to issue in exchange for the Warrant Certificate the number of shares of Common Stock equal to the product of (a) the number of shares as to which the Warrants are being exercised multiplied by (b) a fraction the numerator of which is the average Fair Market Value of a share of Common Stock over the last five (5) trading days immediately preceding the Exercise Date less the Exercise Price therefor and the denominator of which is such average Fair Market Value. In the case of the purchase of less than all the shares of Common Stock purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate and shall execute and deliver a new Warrant Certificate of like tenor for the unexercised balance of the Warrant and this AgreementSecurities. For purposes hereof, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price "Exercise Date" shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of mean the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be on which all deliveries required to physically surrender its Warrant be made to the Company until the Registered Holder has purchased all upon exercise of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant Warrants pursuant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder this Section 3.1 shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofbeen made.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarizationCompany) of any Notice of Exercise form be required. Upon delivery a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of deliver the aggregate Exercise Price (other than for the shares specified in the case applicable Notice of Exercise by wire transfer or cashier’s check drawn on a Cashless ExerciseUnited States bank unless the cashless exercise procedure specified in Section 2(c) below is received within three Trading Days of delivery of specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrarycontrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Registered Company), the Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in fullNEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, in which caseAS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. FORM OF CLASS A COMMON STOCK PURCHASE WARRANT ATTITUDE BEER HOLDING CO. Warrant No: 4 Issue Date: February 24, 2015 THIS COMMON STOCK PURCHASE WARRANT (the Registered Holder shall surrender “Warrant”) certifies that, for value received, TARPON BAY PARTNERS LLC, Executive Pavilion, 90 Xxxxx Xxxxxx, Xxxxxxxxxx XX 00000 Fax: (203) 431– 8301 or its assigns (the Warrant “Holder”) is entitled, upon the terms and subject to the Company for cancellation within three limitations on exercise and the conditions hereinafter set forth, and on or prior to the close of business on the seven (37) trading days year anniversary of the date Initial Exercise Date (the final Notice of Exercise is delivered “Termination Date”) but not thereafter, to subscribe for and purchase from ATTITUDE BEER HOLDING CO., a Delaware corporation (the “Company. Partial exercises of ”), a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount shares equal to the applicable number of Warrant Shares purchased. The Registered share the Holder and could acquire upon the complete conversion of the Note issued to it by the Company shall maintain records showing on or about the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection Issue Date (as subject to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares adjustment hereunder, the number “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant Shares available for purchase hereunder at any given time may shall be less than equal to the amount stated on the face thereofExercise Price, as defined in Section 2(b).