Common use of Exercise Clause in Contracts

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. (a) This 4.1 The Purchase Rights represented by this Warrant may be exercised by are exercisable upon the Registered terms and conditions set forth herein at the option of the Holder on or before the Termination Date, in whole or at any time and in part, by surrendering this Warrantbut not for less than 100 shares at a time, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 any time and from time to time shall be during the Exercise Period upon the delivery of the Notice of Exercise form attached hereto as Exhibit 1 to the Company with such amount adjusted notice duly executed and upon payment in accordance with Section 2 hereof. (b) Each exercise cash, wire transfer or bank cashier’s check of this Warrant the Exercise Price. The Purchase Rights shall be deemed to have been effected immediately prior to exercised, and the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below Holder shall be deemed to have become the holder or holders a stockholder of record of the Warrant Shares represented Company for the purposes of receiving dividends and for all other purposes whatsoever with respect to the shares of Common Stock so purchased, as of the date of delivery of such properly executed notice accompanied by such certificates. (c) proper tender of the Exercise Price at the office of the Company. As soon promptly as practicable on or after the exercise of this Warrant in full or in partsuch date, and in any event within twenty three (203) business days thereafter, the Company, Company at its expenseexpense shall issue and deliver, will or cause to be issued in and delivered, to the name ofperson or persons entitled to receive the same, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled shares issuable upon such exercise; and (ii) . In the event that this Warrant is exercised in case such exercise is in part onlypart, the Company at its expense shall execute and deliver a new warrant or warrants (dated the date hereof) Warrant of like tenor, calling in the aggregate on the face or faces thereof tenor exercisable for the number of shares for which this Warrant may then be exercised. 4.2 In lieu of the payment methods set forth in Section 4.1 above, in the event the Warrant Shares have not been registered under an effective registration statement filed pursuant to the Securities Act prior to the earlier of: (i) one (1) year from the Issue Date of this Warrant; or (ii) the closing of the Qualified Public Offering, the Holder may elect to exchange all or some of this Warrant for shares of Common Stock equal (without giving effect to any adjustment therein) the value of the amount of the Warrant being exchanged on the date of exchange. If Holder elects to exchange this Warrant as provided in this Section 4.2, Holder shall tender to the Company the Warrant for the amount being exchanged, along with written notice of Holder’s election to exchange some or all of the Warrant, and the Company shall issue to Holder the number of such shares called for on of the face of this Warrant minus Common Stock computed using the number of such shares purchased by the Registered Holder upon such exercise.following formula:

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit EXHIBIT I duly executed by the such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day (the "Exercise Date") on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty ten (2010) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the such Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. Provided that the Company Election Notice, all Investor Election Notices and all Second Investor Election Notices, collectively constitute an offer to purchase all of such Offered Shares, then within ten (a10) This Warrant days of receipt of the Company Election Notice, the Investor Election Notice, and the Second Investor Election Notice, as the case may be, either the Company or any Non-Selling Investor, or both (in each case, the “Electing Party”), shall deliver to the Selling Investor (by certified check or wire transfer in immediately available funds to an account specified by the Selling Investor) the purchase price of such Offered Shares to be purchased by the Electing Party, and the Selling Investor shall deliver stock certificates duly endorsed for Transfer or with duly executed stock powers or similar instruments, or such other instrument of Transfer of such Transferred Shares as may be exercised reasonably requested by the Registered Holder Electing Party with all stock transfer taxes paid and stamps affixed. If any Governmental Approval is required in connection with any such purchase of Offered Shares and such Governmental Approval has not been completed or obtained on or prior to the date scheduled for closing, the closing of the purchase of all Offered Shares shall take place on the third Business Day after such Governmental Approval has been completed or obtained. The Selling Investor and the Electing Party shall each use reasonable efforts to complete or obtain any such required Governmental Approval; provided, however, that neither the Selling Investor nor the Electing Party shall be required to agree to any divestiture or operational constraint or pay any material amount of money (other than the filing fee payable in connection with any notification required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, or in connection with any notification or filing under any foreign competition laws which shall be paid by such Electing Party) as a condition of obtaining such Governmental Approval. If each of the Parties has acted in good faith to complete or obtain any such required Governmental Approval and such Governmental Approval has not been completed or obtained on or before the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed date which is ninety (90) days after receipt by the Registered Holder at the principal executive offices Selling Investor of the CompanyCompany Election Notice, the Investor Election Notice or at such other office or agency the Second Investor Election Notice, as the Company case may designatebe, accompanied by payment in full, in lawful money the proposed sale of the United States, of the Warrant Price payable in respect of the number of Warrant Offered Shares purchased upon subject to such exercise. The "Warrant Price" shall initially be $2.23 and from time to time required Governmental Approval shall be cancelled with respect to such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant Electing Party and, for all purposes, such Electing Party shall be deemed to have been effected immediately prior elected not to purchase such Offered Shares pursuant to this Section 2, and the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares Selling Investor shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed free to have become Transfer the holder or holders of record of the Warrant Offered Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate any Non-Selling Investors, if any remain, and the Company in accordance with this Section 2; provided, that the right of each of the Company and such Non-Selling Investors set forth in this Section 2 will be void ab initio if the Company and such Non-Selling Investors, collectively, offer to purchase less than all of the Offered Shares or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case the absence of any remaining Non-Selling Investor, the Offeror. Each Electing Party shall only be required to give customary representations and warranties, including legal authority and capacity, non-contravention of other agreements to which it is a party and customary stock investor representations. Each Electing Party shall be required to enter into any instrument, undertaking or obligation necessary or reasonably requested and deliver all documents necessary or reasonably requested in connection with such exercise is in part only, a new warrant or warrants sale (dated the date hereof) of like tenor, calling as specified in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment thereinTransfer Notice) as a condition to the number exercise of such shares called for on the face of holder’s rights to Transfer Shares under this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseSection 2.

Exercise. (a) This Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised by at a price (the Registered Holder on or before the Termination Date"Exercise Price") of $1.00 per share, in whole or in part, by surrendering this Warrantcommencing on the date of issuance (the "Initial Exercise Date") and terminating on June 30, with the purchase form appended hereto as Exhibit I duly executed 2002, unless extended by the Registered Holder Company's Board of Directors (the "Exercise Period"), at any time during such period that the principal executive offices Company's Registration Statement with respect to the Warrant Shares is effective and current. The Company shall promptly notify the Warrant Agent of the Companyeffectiveness of such Registration Statement, or at any suspension of effectiveness and of any such other office or agency as the Company may designate, accompanied by payment in full, in lawful money extension of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exerciseExercise Periods. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this A Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, (the "Corporate Office") or such other place as designated by the Company, in cash or by official bank or certified check, of an amount equal to the aggregate 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 which this 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 Section 4 have been surrendered to 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 provided to whether to return the Warrant and pertinent Exercise Price 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 subsection 1(a) above (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”). At such time, the Warrant Agent shall cause to be issued and delivered to the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed entitled to have become receive the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in partsame, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder deliverable on such exercise. No adjustment shall be entitled upon such exercise; and (ii) made in case such respect of cash dividends on Warrant Shares delivered on exercise is of any Warrant. The Warrant Agent shall promptly notify the Company in part only, a new warrant or warrants (dated the date hereof) writing of like tenor, calling in the aggregate on the face or faces thereof for any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal (without giving effect to the pertinent Exercise Price to be promptly made to the order of the Company. Upon the exercise of any adjustment thereinWarrant, the Warrant Agent shall promptly deposit the payment into a segregated account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the 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 shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of such shares called 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 on the face of this Company's use during the exercise periods. A complete accounting will be made by the Warrant minus Agent to the Company concerning all persons exercising Warrants, the number of such shares purchased by issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder upon of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and purchased the 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 such exercisedividend or other right.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment (by wire transfer) in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day (the "Exercise Date") on which this Warrant shall have been surrendered to the Company as provided in subsection Section 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below Registered Holder shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesShares. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 15 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such the Registered Holder of any applicable transfer taxes) may direct:): (i) a certificate or certificates for the whole number of duly authorized, validly issued, fully paid and non-assessable Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof; provided, however, that the Warrant Price shall never be less than $0.05 (the “Warrant Price Floor”). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. (a) This Each Warrant may be exercised by the Registered Holder thereof at any time on or before after the Termination Initial Exercise Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of but not after the Warrant Price payable Expiration Date, upon the terms and subject to the conditions set forth herein and in respect of the number of applicable Warrant Shares purchased upon such exerciseCertificate. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this A Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, Date and the person or persons in whose name or names any certificates for Warrant Shares shall be issuable entitled to receive the securities deliverable upon such exercise as provided in subsection 1(d) below shall be deemed to have become treated for all purposes as the holder or holders of record those securities upon the exercise of the Warrant Shares represented by such certificates. (c) 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 this a Warrant and shall notify the Company in full or in partwriting of the exercise of the Warrants. Promptly following, and in any event within twenty (20) five days thereafterafter the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, at its expense, will shall cause to be issued in the name of, and delivered toby the Transfer Agent, to the Registered Holderperson or persons entitled to receive the same, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled securities deliverable upon such exercise; and, (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 the Underwriter or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. 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, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) If, at the Exercise Date in respect of the exercise of any Warrant after __________, 1998, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in case writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such exercise is rule or any successor rule may be in part onlyeffect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a new warrant fee of 5% (the "Exercise Fee") of the Purchase Price to the Underwriter (of which a portion may be reallowed by the Underwriter to the dealer who solicited the exercise, which may also be the Underwriter or warrants (dated ▇.▇. ▇▇▇▇▇ & Co., Inc.). In the event the Exercise Fee is not received within five days of the date hereofon which the Company receives Warrant Proceeds, then the Exercise Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the Company to the Underwriter at the time the Underwriter receives the Exercise Fee. Within five days after exercise the Warrant Agent shall send to the Underwriter a copy of the reverse side of each Warrant exercised. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in connection with the solicitation, redemption or exchange of the Warrants. In addition, the Underwriter and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of the Underwriter. (c) In order to enforce the provisions of like tenorSection 4(b) above, calling in the aggregate on event there is any dispute or question as to the face amount or faces thereof payment of the Exercise Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the number purpose of depositing the entire amount of the Exercise Fee, which amount will be deducted from the net Warrant Shares equal (without giving effect Proceeds to any adjustment therein) be paid to the number of such shares called for on Company. The funds placed in the face of this Warrant minus escrow account may not be released to the number of such shares purchased Company without a written agreement from the Underwriter that the required Exercise Fee has been received by the Registered Holder upon such exerciseUnderwriter.

Exercise. A. Upon the termination of Optionee's employment with the Company, this Option shall be exercisable, to the extent of the number of shares purchasable by Optionee that are vested at the date of such termination after giving effect to the vesting acceleration provisions of this Option if applicable and, for subparts (a) This Warrant and (b) below, contingent on the effectiveness of the Release and the Optionee's continuing compliance in all material respects with such Release, only (a) within one year after such termination if the Optionee's termination is coincident with the Optionee's death or Disability, (b) within 180 days after a Qualifying Termination (unless such Qualifying Termination has occurred (or pursuant to Section 14(c) of the Employment Agreement is deemed to have occurred) within 24 months of a Change of Control in which this Option was assumed by the Successor Corporation, in which case this Option shall remain exercisable until the one-year anniversary of such Qualifying Termination) or (c) within 90 days of the date that Optionee ceases to be an employee, director, officer, consultant, agent, advisor or independent contractor of the Company or a subsidiary (collectively, "Service") if Optionee's employment is terminated for any other reason, but in no event later than the remaining Term of the Option. Any portion of this Option exercisable at the time of the Optionee's death may be exercised by the Registered Holder on personal representative of the Optionee's estate or before the Termination Dateperson(s) to whom the Optionee's rights under the Option have passed by will or the applicable laws of descent and distribution. This Option may be exercised only for whole shares of Common Stock. Any unvested portion of this Option (after giving effect to the acceleration provisions of this Option) shall expire and will be immediately canceled upon cessation of Optionee's Service. Any unexercised portion of this Option shall expire and will be immediately canceled upon the earlier of the end of the Term or, if applicable, the date specified above in subparts (a), (b) or (c). All shares subject to any such canceled portion shall no longer be available for purchase or issuance under this Option. In connection with any proposed same day exercise and sale transaction to be completed through Optionee's personally-selected broker, the Company will agree to use commercially reasonable efforts to assure such broker that shares will be timely delivered upon exercise of this Option, and payment of the exercise price therefor, in whole or in part, by surrendering this Warrant, accordance with the purchase form appended hereto as Exhibit I duly executed by terms hereof. B. This Option may not be exercised more than ten (10) years from the Registered Holder at date hereof (the principal executive offices "Term"), and may be exercised during the Term only in accordance with the terms and provisions set forth herein. C. This Option may be exercised for all or part of the Company, or at such other office or agency as shares eligible for exercise by presenting a written notice (the "Notice") to the Company may designatethat this Option is exercised in strict accordance with the terms and provisions of this Option. The Company shall determine in good faith whether or not the Notice complies with the terms and provisions of this Option. Such Notice shall identify this Option, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of state the number of Warrant Shares purchased upon such exerciseshares as to which the Option is exercised and be signed by the Optionee. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record Delivery of the Warrant Shares represented by such certificates. (c) As soon as practicable after cash or cash equivalent in payment for the shares to be purchased pursuant to the exercise of this Warrant in full Option shall accompany the Notice. If the Optionee is deceased, the Notice shall be signed, and if the Optionee has a Disability, it may be signed, by the Optionee's legal representatives or in partbeneficiaries, and in any event within twenty (20) days thereafter, all instances shall be accompanied by evidence satisfactory to the Company, at Company and its expense, will cause transfer agent of the right of such person or persons to be issued in exercise this Option. D. The Optionee shall make arrangements satisfactory to the name of, and delivered to, Company for the Registered Holder, or as such Holder (upon payment by such Holder satisfaction of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) withholding tax obligations that arise in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.connection with her

Exercise. (a) This Each Warrant may be exercised by the Registered Holder thereof at any time on or before after the Termination Initial Warrant Exercise Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of but not after the Warrant Price payable Expiration Date, upon the terms and subject to the conditions set forth herein and in respect of the number of applicable Warrant Shares purchased upon such exerciseCertificate. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this A Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, Date and the person or persons in whose name or names any certificates for Warrant Shares shall be issuable entitled to receive the securities deliverable upon such exercise as provided in subsection 1(d) below shall be deemed to have become treated for all purposes as the holder or holders of record those securities upon the exercise of the Warrant Shares represented by such certificates. (c) 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 this a Warrant and shall notify the Company in full or in partwriting of the exercise of the Warrants. Promptly following, and in any event within twenty (20) five days thereafterafter the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, at its expense, will shall cause to be issued in the name of, and delivered toby the Transfer Agent, to the Registered Holderperson or persons entitled to receive the same, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled securities deliverable upon such exercise; and , (ii) in plus a certificate for any remaining unexercised Warrants of the Registered Holder). In the case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling payment made in the aggregate form of a check drawn on an account of Paramount or such other investment banks and brokerage houses as the face Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or faces thereof any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the number of Warrant Shares equal (without giving effect to any adjustment thereinthe "Warrant Proceeds") to the number Company or as the Company may direct in writing, subject to the provisions of such shares called Sections 4(b) and 4(c) hereof. (b) On the Exercise Date in respect of the exercise of any Warrant, the Warrant Agent shall, simultaneously with the distribution of the Warrant Proceeds to the Company, on behalf of the Company, pay from the Warrant Proceeds, a fee of 6% (the "Paramount Fee") of the Purchase Price to Paramount for Warrant exercises solicited by Paramount or its representatives (of which a portion may be reallowed by Paramount to the dealer who solicited the exercise, which may also be Paramount). In the event the Paramount Fee is not received within seven days of the date on which the face Company receives Warrant Proceeds, then the Paramount Fee shall begin accruing interest at an annual rate of prime plus three (3)%, payable by the Company to Paramount at the time Paramount receives the Paramount Fee. Within five days after exercise the Warrant Agent shall send Paramount a copy of the reverse side of each Warrant exercised. Paramount shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, Paramount and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Paramount. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Paramount Fee, the Warrant minus Agent is hereby expressly authorized to withhold payment to the number Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the unpaid Paramount Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from Paramount that the required Paramount Fee has been received by Paramount. Paramount shall promptly notify the Warrant Agent by facsimile and certified mail in the event of any such shares purchased by dispute and when the Registered Holder upon such exerciseParamount Fee has been paid.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering the surrender of this Warrant, Warrant (with the purchase form appended Notice of Exercise Form attached hereto as Exhibit I duly executed by the such Registered Holder Holder) at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the Warrant then applicable Exercise Price payable in respect of multiplied by the number of Warrant Shares then being purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c1) As soon as practicable Within three (3) business days after the exercise of the purchase right represented by this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, Company at its expense, expense will use its best efforts to cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i1) a certificate or certificates for the number of full shares of Warrant Shares to which the such Registered Holder shall be entitled upon such exercise; exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and (ii2) in case such exercise is in part only, a new warrant Warrant or warrants Warrants (dated the date hereof) of like tenor, calling in the aggregate stating on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for currently stated on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseexercise as provided in subsection 1(a) above (prior to any adjustments made thereto pursuant to the provisions of this Warrant).

Exercise. (a) This Warrant Each of the Warrants may be exercised by the Registered Holder at any time or from time to time on or before after the Termination DateClosing Date and prior to the earlier of (i) six (6) years from the date the Note is paid in full or (ii) ten (10) years from the date hereof, on any day that is a Business Day, for all or any part of the number of Issuable Warrant Shares purchasable upon its exercise. In order to exercise any Warrant, in whole or in part, the Holder will deliver to the Company at the address designated by surrendering this the Company pursuant to Section 6.06, (x) a written notice of such Holder's election to exercise its Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of which notice will specify the number of Issuable Warrant Shares to be purchased upon pursuant to such exercise. The "Warrant , (y) payment of the Exercise Price" shall initially be $2.23 and from time to time shall be such , in an amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior equal to the close aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (z) the Warrant. Such notice will be substantially in the form of business on the day on which this Warrant shall have been surrendered to Subscription Form appearing at the end of the Warrants. Upon receipt of such notice, the Company will, as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise promptly as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in partpracticable, and in any event within twenty ten (2010) days thereafterBusiness Days (or such longer period of time as is reasonably necessary to complete any required calculations or determinations), the Companyexecute, at its expense, will or cause to be issued in the name ofexecuted, and delivered to, the Registered Holder, or as deliver to such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for representing the aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Agreement. The stock certificate or certificates so delivered will be in such denominations as may be specified in such notice and will be registered in the name of such Holder, or such other name as designated in such notice. Warrants will be deemed 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 a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the Exercise Price and the Warrant, is received by the Company. If the Warrant has been exercised in part, 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 Registered Holder shall Warrant has not been exercised, which new Warrant will, in all other respects, be entitled upon identical with the Warrants, or, at the request of such exercise; andHolder, appropriate notation may be made on the Warrant and the Warrant returned to such Holder. (b) Payment of the Exercise Price will be made, at the option of the Holder, by (i) company or individual check, certified or official bank check, (ii) cancellation of any debt and/or accrued interest owed by the Company to the Holder, or (iii) cancellation of Warrant Shares, valued at Fair Market Value (but no Appraised Value shall be required for purposes of this calculation). If the Holder surrenders a combination of cash or cancellation of any debt owed by the Company to the Holder or Warrants, the Holder will specify the respective number of shares of Common Stock to be purchased with each form of consideration, and the foregoing provisions will be applied to each form of consideration with the same effect as if the Warrant were being separately exercised with respect to each form of consideration; provided, however, that a Holder may designate that any cash to be remitted to a Holder in case payment of debt be applied, together with other monies, to the exercise of the portion of the Warrant being exercised for cash; provided further, that so long as any amounts due under the Note remain outstanding, Holder will first apply such outstanding debt due under the Note towards the cost of exercising Warrants before applying any value in Warrants or Warrant Shares towards such exercise is cost, but only if, such priority does not result in part only, a new warrant greater tax liability than if Holder applied such outstanding debt due under the Note towards the cost of exercising Warrants after applying any value in Warrants or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of towards such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseexercise cost.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I EXHIBIT A, duly executed by the Registered Holder such Holder, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, full by bank or certified check in lawful money of the United States, of the Warrant aggregate Purchase Price payable in respect of the total number of Warrant Shares shares of Common Stock purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(aSUBSECTION 2(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares or other instruments evidencing shares of Common Stock shall be issuable upon such exercise as provided in subsection 1(dSUBSECTION 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares Common Stock represented by such certificatescertificates or other instruments. (ci) The Holder may at its sole option, and in lieu of paying the Purchase Price pursuant to SUBSECTION 2(a) hereof, exchange this Warrant in whole or in part for a number of shares of Common Stock as determined below. Such shares of Common Stock shall be issued by the Company to the Holder without payment by the Holder of any other exercise price or any cash or other consideration. The number of shares of Common Stock to be so issued to the Holder shall be equal to the quotient obtained by dividing (A) the Surrendered Value (as defined below) on the date of surrender of this Warrant pursuant to SUBSECTION 2(a), by (b) the Fair Market Value on the exchange date of one share of Common Stock. (ii) For the purposes of this SUBSECTION 2(c), the "SURRENDERED VALUE" of a portion of this Warrant on a given date shall be deemed to be the difference between (A) the aggregate Fair Market Value on such date of the total number of shares of Common Stock otherwise issuable upon exercise of such portion of the Warrant, MINUS (B) the aggregate Purchase Price of such total number of shares of Common Stock. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty three (203) business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or or, subject to the terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares full shares of Common Stock to which the Registered such Holder shall be entitled upon such exercise; , PLUS, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount determined pursuant to SECTION 3 hereof, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant Number minus the number of such shares of Common Stock purchased by the Registered Holder upon such exercise.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. (a) This Warrant Warrants in denominations of one or whole number multiples thereof may be he exercised by the Registered Holder commencing at any time on or before after the Termination Initial Warrant Exercise Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of but not after the Warrant Price payable Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in respect of Sections 4(b) and 5 hereof) and in the number of applicable Warrant Shares purchased upon such exerciseCertificate. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this A Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day 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 check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price 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 which 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 shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) In addition to the method of payment set forth in Section 4(a) and in lieu of any cash payment required thereunder, the Registered Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering shares of Common Stock or this Warrant in the manner and at the place specified in Section 4(a) as payment of the aggregate Purchase Price per share for the Warrants to be exercised. The number of Warrants or shares of Common Stock to be surrendered in payment of the aggregate Purchase Price for the Warrants to be exercised shall have been be determined by multiplying the number of Warrants to be exercised by the Purchase Price per share, and then dividing the product thereof by an amount equal to the Fair Market Value per share of Common Stock on the date that all documents and instruments required to be delivered or surrendered to the Company for exercise of the Warrant have been so delivered or surrendered. (c) The Company shall not be required to issue fractional shares upon the exercise of Warrants. Warrants may only be exercised in such multiples as provided in subsection 1(a) above (are required to permit the “Exercise Date”)issuance by the Company of one or more whole shares. At such timeIf one or more Warrants shall be presented for exercise at the same time by the same Registered Holder, the person or persons in whose name or names any certificates for Warrant Shares number of whole shares which shall be issuable upon such exercise as provided in subsection 1(d) below thereof shall be deemed to have become computed on the holder or holders of record basis of the Warrant Shares represented by such certificates. (c) As soon as practicable after 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 this any Warrant in full (or in part, and in any event within twenty (20) days thereafterspecified portion thereof), the Company, at its expense, will cause Company shall pay an amount in cash equal to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased fraction multiplied by the Registered Holder upon such exercisethen current Fair Market Value of a share of Common Stock.

Exercise. (a) This Each Warrant may be exercised by the Registered Holder thereof at any time on or before after the Termination Initial Exercise Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of but not after the Warrant Price payable Expiration Date, upon the terms and subject to the conditions set forth herein and in respect of the number of applicable Warrant Shares purchased upon such exerciseCertificate. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this A Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, Date and the person or persons in whose name or names any certificates for Warrant Shares shall be issuable entitled to receive the securities deliverable upon such exercise as provided in subsection 1(d) below shall be deemed to have become treated for all purposes as the holder or holders of record those securities upon the exercise of the Warrant Shares represented by such certificates. (c) 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 this a Warrant and shall notify the Company in full or in partwriting of the exercise of the Warrants. Promptly following, and in any event within twenty (20) five days thereafterafter the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, at its expense, will shall cause to be issued in the name of, and delivered toby the Transfer Agent, to the Registered Holderperson or persons entitled to receive the same, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled securities deliverable upon such exercise; and, (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 Royce or CBDC or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. 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, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) If, at the Exercise Date in respect of the exercise of any Warrant after December 5, 1997, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in case writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such exercise is rule or any successor rule may be in part onlyeffect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a new fee of five percent (5%) (the "Solicitation Fee") of the Purchase Price to Royce, as Representative of the Underwriters; provided that either Royce or CBDC shall have solicited the exercise of the applicable warrant or warrants as evidenced in writing in the Warrant Certificate Subscription Form. Upon receipt of the solicitation fee from the Warrant Agent, Royce shall in turn, if and as applicable, forward all (dated in the event that CBDC solicited the exercise of the applicable warrant as evidenced in writing in the Warrant Certificate Subscription Form) or, if unclear whether CBDC solicited the exercise of the applicable warrant, a portion of the Solicitation Fee to CBDC, to the extent that Royce, in its sole discretion shall determine (of which a portion may be reallowed to the dealer who solicited the exercise, which may also be an Underwriter). In the event the Solicitation Fee is not received within five days of the date hereofon which the Company receives Warrant Proceeds, then the Solicitation Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the Company to the Underwriters at the time the Underwriters receives the Solicitation Fee. Within five days after exercise the Warrant Agent shall send to the Underwriters a copy of the reverse side of each Warrant exercised. The Underwriters shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, the Underwriters and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of the Underwriters. (c) In order to enforce the provisions of like tenorSection 4(b) above, calling in the aggregate on event there is any dispute or question as to the face amount or faces thereof payment of the Solicitation Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the number purpose of depositing the entire amount of the Solicitation Fee, which amount will be deducted from the net Warrant Shares equal (without giving effect Proceeds to any adjustment therein) be paid to the number of such shares called for on Company. The funds placed in the face of this Warrant minus escrow account may not be released to the number of such shares purchased Company without a written agreement from Royce that the required Solicitation Fee has been received by the Registered Holder upon such exerciseRoyce.

Exercise. (a) This Warrant The SARs shall vest and become exercisable in equal annual installments (which shall be cumulative) on each of the first four anniversaries of the Grant Date (i.e., one quarter per year), provided that the Participant has not incurred a Termination of Employment prior to the applicable vesting date. (b) If the Participant’s Termination is an involuntary Termination by the Company without Cause, for Good Reason (as defined in the Participant’s employment agreement with the Company), or due to non-renewal by the Company of such employment agreement , or upon the Participant’s death or Disability (or term or concept of like import, as defined in the Participant’s employment agreement with the Company), the SARs shall become vested and exercisable with respect to the number of Shares that would have vested if the Participant’s employment had continued for an additional twelve month period. (c) The SARs will become fully vested upon a Change in Control, if the Participant remains employed or is otherwise performing services for the Company at the time of the Change in Control or had an involuntarily Termination by the Company without Cause at any time during the 30 day period before the Change in Control. (d) To the extent that the SARs have become vested and exercisable with respect to a number of Shares of Common Stock as provided herein, the SARs may thereafter be exercised by the Registered Holder on or before the Termination DateParticipant, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, any time or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time prior to the expiration of the term of the SARs by the filing of any written form of exercise notice as may be required by the Committee. Upon expiration of the SARs, the SARs shall be such amount adjusted canceled and no longer exercisable. There shall be no proportionate or partial vesting in accordance with Section 2 hereofthe periods prior to each vesting date and all vesting shall occur only on the applicable vesting date. (be) Each exercise The provisions of this Warrant Section 7.4(b) of the Plan regarding Detrimental Activity shall be deemed to have been effected immediately prior apply to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in partSARs, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment provisions are incorporated herein by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisereference.

Exercise. (a) This Each Class D Warrant may be exercised by the Registered Holder thereof at any time on or before after the Termination Initial Exercise Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of but not after the Warrant Price payable Expiration Date, upon the terms and subject to the conditions set forth herein and in respect of the number of applicable Warrant Shares purchased upon such exerciseCertificate. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this A Class D Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, Date and the person or persons in whose name or names any certificates for Warrant Shares shall be issuable entitled to receive the securities deliverable upon such exercise as provided in subsection 1(d) below shall be deemed to have become treated for all purposes as the holder or holders of record those securities upon the exercise of the Class D Warrant Shares represented by such certificates. (c) 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 this a Class D Warrant and shall notify the Company in full or in partwriting of the exercise of the Class D Warrants. Promptly following, and in any event within twenty (20) five days thereafterafter the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, at its expense, will shall cause to be issued in the name of, and delivered toby the Transfer Agent, to the Registered Holderperson or persons entitled to receive the same, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number securities deliverable upon such exercise (plus a certificate for any remaining unexercised Class D Warrants of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in Holder). In the case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling payment made in the aggregate form of a check drawn on an account of Paramount or such other investment banks and brokerage houses as the face or faces thereof Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company nor any delay. Upon the exercise of any Class D Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the number of Class D Warrant Shares equal (without giving effect to any adjustment thereinthe "Warrant Proceeds") to the number Company or as the Company may direct in writing, subject to the provisions of such shares called Subsections 4(b) and 4(c). (b) On the Exercise Date in respect of the exercise of any Class D Warrant, the Warrant Agent shall, simultaneously with the distribution of the Warrant Proceeds to the Company, on behalf of the Company, pay from the Warrant Proceeds, a fee of 5% (the "Paramount Fee") of the Purchase Price to Paramount for Class D Warrant exercises solicited by Paramount or its representatives (of which a portion may be reallowed by Paramount to the dealer who solicited the exercise, which may also be Paramount). In the event the Paramount Fee is not received within seven days of the date on which the face Company receives Warrant Proceeds, then the Paramount Fee shall begin accruing interest at an annual rate 300 basis points above prime payable by the Company to Paramount at the time Paramount receives the Paramount Fee. Within five days after exercise the Warrant Agent shall send Paramount a copy of the reverse side of each Class D Warrant exercised. In addition, Paramount and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Class D Warrants. Paramount is intended by the parties hereto to be, and is, a third-party beneficiary of this Warrant minus Agreement. The provisions of this paragraph may not be modified, amended or deleted without the number prior written consent of such shares purchased Paramount. In addition to the foregoing, any costs incurred by Paramount shall be promptly reimbursed by the Registered Holder upon Company. (c) In order to enforce the provisions of Subsection 4(b) above, in the event there is any dispute or question as to the amount or payment of the Paramount Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the unpaid Paramount Fee claimed by Paramount, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from Paramount that the required Paramount Fee has been received by Paramount. Paramount shall promptly notify the Warrant Agent by facsimile and certified mail in the event of any such exercisedispute or when the Paramount Fee has been paid.

Exercise. (a) This Warrant Option shall be exercisable as follows: This Option shall become first exercisable in part at the end of the first year following the date of grant; thereafter, the Optionee may purchase by exercise of this Option an aggregate of up to twenty-five percent (25%) of the total number of Shares subject to this Option until the end of the next year; an aggregate of up to fifty percent (50%) of such Shares until the end of the year following that; an aggregate of up to seventy-five percent (75%) of such Shares until the end of the year following that, in each case calculated to the nearest full share. Each of the years just mentioned shall be exercised by the Registered Holder a period ending on an anniversary date of this Agreement. At any time on or before after the Termination Datefourth such anniversary date until this Option expires, in whole the Optionee may purchase all or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices any part of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time subject to time shall be such amount adjusted in accordance with Section 2 hereofthis Option which Optionee theretofore has not purchased. (b) Each exercise This Option shall remain exercisable as to all of such Shares until ten (10) years from the date of grant of this Warrant shall Option, unless this Option has expired or terminated earlier in accordance with the provisions hereof. Shares as to which this Option becomes exercisable pursuant to the foregoing provision may be deemed to have been effected immediately purchased at any time prior to the close expiration of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesOption. (c) As soon as practicable after Notwithstanding the exercise preceding provisions of this Warrant paragraph, upon delivery of notice from the Company of the pendency of dissolution or liquidation of the Company or a reorganization, merger, or consolidation of the Company with one or more corporations as a result of which the Company will not be the surviving corporation or a sale of substantially all the assets and property of the Company to another person (a "Terminating Event") , this Option shall be exercisable as to those Shares with respect to which installments, if any, have then accrued. Thirty (30) days after delivery of said notice, this Option or any portion hereof not exercised shall terminate, unless provision be made in connection with the Terminating Event for assumption of this Option or for substitution of new options for this Option covering an equivalent amount of stock of a successor employer corporation, or a parent or subsidiary corporation thereof, solely at the election of such successor corporation or parent or subsidiary corporation, with appropriate adjustments as to number and kind of shares and prices. (d) This Option shall be subject to adjustments in price and number of shares to reflect any stock split, stock dividend, recapitalization, reincorporation, or similar event (other than those specified in (c) above), to preserve, but not increase, the benefits of the Optionee, so that immediately after such event the Optionee shall be entitled, upon payment to the Company of the aggregate exercise price under this Option, to receive that number of shares or other property that Optionee would have received had Optionee exercised this Option in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause immediately prior to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseevent.

Exercise. (a) This The purchase rights set forth in this Warrant may be exercised are exercisable by the Registered Holder on or before the Termination DateWarrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2, by surrendering this Warrant, with tendering to the purchase Company at its principal office a notice of exercise in the form appended hereto attached to the Credit Agreement as Exhibit I (the “Notice of Exercise”), duly executed by the Registered Holder at the principal executive offices completed and executed. Promptly upon receipt of the CompanyNotice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, or at such other office or agency as and in no event later than three (3) days thereafter, the Company may designate, accompanied by payment in full, in lawful money of shall issue to the United States, of the Warrant Price payable in respect of Warrantholder a certificate for the number of Warrant Shares shares of Common Stock purchased upon such exerciseand shall execute the acknowledgment of exercise in the form attached to the Credit Agreement as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases, if any. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted Except as provided in accordance with Section 2 hereof. (b) Each the following sentence, each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(athe paragraph above. Notwithstanding the foregoing, if an exercise of all or any portion of this Warrant is being made in connection with (i) above a proposed Acquisition, (ii) a proposed issuance or sale of, or dividend or distribution in respect of, capital stock or any other securities of the Company, or (iii) a proposed transfer of capital stock or other securities of the Company, then, at the election of the Warrantholder, such exercise may be conditioned upon the consummation of such public offering, Acquisition, issuance, sale, dividend, distribution or transfer, in which case (A) such exercise shall be effective concurrently with the consummation of such public offering, Acquisition, issuance, sale, dividend, distribution or transfer, and (B) appropriate modifications will be made to the Notice of Exercise to reflect the conditionality specified in this sentence. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Warrant and, if applicable, an amended Warrant representing the remaining number of shares purchasable hereunder, as determined below (“Exercise DateNet Issuance”). At such timeIf the Warrantholder elects the Net Issuance method, the person or persons Company will issue Common Stock in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(daccordance with the following formula: X = Y(A-B) below shall be deemed to have become A Where: X = the holder or holders number of record shares of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause Common Stock to be issued in to the name ofWarrantholder. Y = the number of shares of Common Stock requested to be exercised under this Warrant. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder current fair market value of any applicable transfer taxes) may directCommon Stock shall mean with respect to each share of Common Stock: (i) if the Common Stock is traded on a certificate or certificates for securities exchange, the number of Warrant Shares to which the Registered Holder fair market value shall be entitled upon such exercisedeemed to be the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of one (1) share of Common Stock is being determined; andor (ii) in case such exercise if the Common Stock is in part onlytraded over-the-counter, a new warrant or warrants (dated the date hereof) fair market value shall be deemed to be the average of like tenor, calling in the aggregate closing bid and asked prices quoted on the face NASDAQ system (or faces thereof similar system) over the five (5) day period ending three days before the day the current fair market value of one (1) share of Common Stock is being determined; or (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in The NASDAQ Stock Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to an Acquisition, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of Common Stock pursuant to such Acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant Shares equal (without giving effect shall be identical to any adjustment therein) those contained herein, including, but not limited to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseEffective Date hereof.

Exercise. (a) This Warrant Subject to the provisions of Sections 5 and 9 hereof, the Series A Warrants, as they may be adjusted as set forth herein, may be exercised by at a price (the Registered Holder on or before the Termination Date"WARRANT EXERCISE PRICE") of $2.75 per share of Common Stock subject to adjustment, in whole or in partpart at any time during the period (the "WARRANT EXERCISE PERIOD") commencing on the date of issuance of the Series A Warrant and terminating on the earlier of (i) the date three years after effectiveness of the Initial Registration Statement, provided, however, that (x) if the Common Stock underlying the Warrants is not subject to an effective registration for an aggregate of 600 days within three years after the final closing of the Private Offering, then the remaining exercise period under this clause (i) shall be tolled until the Common Stock underlying the Warrants shall have been subject to an effective registration for an aggregate of 600 days and (y) in no event shall the Series A Warrants terminate under this clause (i) unless a registration statement covering the Warrant Shares shall have then been in effect for 45 days prior to such termination, and (ii) six years from the date of issuance (the "WARRANT EXPIRATION DATE"), unless extended by surrendering this Warranta majority vote of the Board of Directors for such length of time as they, with in their sole discretion, deem reasonable and necessary. (b) Each Series A Warrant shall be deemed to have been exercised immediately prior to the purchase close of business on the date (each, an "EXERCISE DATE") of the surrender to the Company for exercise of the Series A Warrant certificate. The exercise form appended hereto as Exhibit I duly shall be executed by the Registered Warrant Holder thereof or his attorney duly authorized in writing and shall be delivered together with payment to the Company at its corporate offices located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ (the principal executive offices of the Company"CORPORATE OFFICE"), or at any such other office or agency as the Company may designate, accompanied in cash or by payment in fullofficial bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United StatesStates of America. (c) Unless Warrant Shares may not be issued as provided herein, of the Warrant Price payable in respect of person entitled to receive the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time deliverable on exercise shall be treated for all purposes as the holder of such amount adjusted in accordance with Section 2 hereof. (b) Each exercise Warrant Shares as of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons The Company shall not be obligated to issue any fractional share interest in whose name or names any certificates for Warrant Shares issuable or deliverable on the exercise of any Series A Warrant or scrip or cash therefore and such fractional shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesno value whatsoever. (cd) As soon as practicable Within ten days after the exercise of this Warrant in full or in part, Exercise Date and in any event within twenty (20) days thereafterprior to the Warrant Expiration Date, the Company, at its own expense, will shall cause to be issued in the name of, and delivered toto the person or persons entitled to receive the same, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates in the name requested by the Registered Holder 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 Series A Warrant. All shares of Common Stock delivered upon the exercise of the Series A Warrants shall be validly issued, fully paid and non-assessable. Any Series A Warrants redelivered to which the Registered Holder in the event of the exercise of less than all of the Series A Warrants pertaining to a surrendered Series A Warrant certificate, shall be entitled upon such exercise; andvalidly issued, fully paid and non-assessable. (iie) in case such exercise is in part only, a new warrant The Series A Warrants shall not entitle the holder thereof to any of the rights of shareholders or warrants (dated the date hereof) of like tenor, calling in the aggregate to any dividend declared on the face Common Stock unless such holder or faces thereof holders shall have exercised the Series A Warrants prior to the record date fixed by the Board of Directors for the number determination of Warrant Shares equal (without giving effect holders of Common Stock entitled to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisedividends or other rights.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering the surrender of this Warrant, Warrant (with the purchase form appended Notice of Exercise Form attached hereto as Exhibit I duly executed by the such Registered Holder Holder) at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the Warrant then applicable Exercise Price payable in respect of multiplied by the number of Warrant Shares then being purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable Within five (5) business days after the exercise of the purchase right represented by this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, Company at its expense, expense will use its best efforts to cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares to which the such Registered Holder shall be entitled upon such exercise; exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate stating on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number shares of such shares called for Common Stock currently stated on the face of this Warrant minus the number of such shares of Common Stock purchased by the Registered Holder upon such exerciseexercise as provided in subsection 1(a) above.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before Holder, only during the Termination DateExercise Period, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I A duly executed by the such Registered Holder Holder, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of shares of Warrant Shares Stock purchased upon such exercise. The "This Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 vested on the date hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this the Warrant shall have been surrendered to the Company as provided in subsection Subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares Stock shall be issuable upon such exercise as provided in subsection 1(dSubsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares Stock represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty three (203) business days thereafter, the Company, Company at its expense, expense will cause to be issued in the name of, and delivered to, the Registered Holder, or or, subject to the terms and conditions hereof, as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares Stock to which the such Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant Warrant or warrants Warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Shares Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus Warrant, less the number of such shares of Warrant Stock purchased by the Registered Holder upon such exerciseexercise as provided in Subsection 1(a) above. (d) Unless registered under the Securities Act of 1933, as amended (the "Act"), each certificate for Warrant Stock purchased upon exercise of this Warrant shall bear a legend as follows, unless the Warrant Stock has been registered under the Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law."

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering the surrender of this Warrant, Warrant (with the purchase form appended Notice of Exercise Form attached hereto as Exhibit I duly executed by the such Registered Holder Holder) at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the Warrant then applicable Exercise Price payable in respect of multiplied by the number of Warrant Shares then being purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable Within three business days after the exercise of the purchase right represented by this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, Company at its expense, expense will use its best efforts to cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares to which the such Registered Holder shall be entitled upon such exercise; exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and (ii) in case such exercise is in part only, a new warrant Warrant or warrants Warrants (dated the date hereof) of like tenor, calling in the aggregate stating on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for currently stated on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection 1(a) above (prior to any adjustments made thereto pursuant to the provisions of this Warrant). (d) The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment thereof in cash on the basis of the last sale price (as defined in Section 3) of the Company's Common Stock on the trading day immediately prior to the date of exercise, applicable.

Exercise. (a) This Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder commencing at any time on or before after the Termination Initial Warrant Exercise Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of but not after the Warrant Price payable Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in respect of Sections 5 and 9 hereof) and in the number of applicable Warrant Shares purchased upon such exerciseCertificate. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this A Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day on which this Exercise Date, provided that the Warrant shall have been surrendered 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 check made payable to the Company as provided Warrant Agent for the account of the Company, of an amount in subsection 1(a) above (lawful money of the “Exercise Date”)United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. At such time, The person entitled to receive the person or persons in whose name or names any certificates for Warrant Shares shall be issuable securities deliverable upon such exercise as provided in subsection 1(d) below shall be deemed to have become treated for all purposes as the holder or holders of record such securities as of the Warrant Shares represented by such certificates. (c) close of business on the Exercise Date. As soon as practicable on or after the exercise of this Warrant in full or in part, Exercise Date and in any event within twenty (20) five business days thereafter, after having received authorization from the Company, at its expense, will the Warrant Agent on behalf of the Company shall cause to be issued in to the name of, and delivered to, person or persons entitled to receive the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) same a Common Stock certificate or certificates for the number shares of Warrant Shares to which the Registered Holder shall be entitled 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 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 two business days after such exercise, notify the Underwriter, and its and their successors or assigns, of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Purchase Price, 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 (so long as the Underwriter solicited the exercise of such Warrant as indicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), an amount equal to seven percent (7%) of the Purchase Price of 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; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the market price of the Common Stock on the date hereofthat the Warrant is exercised is greater than the exercise price of the Warrants; (iii) the exercise of like tenorthe Warrants was solicited by a member of the National Association of Securities Dealers, calling Inc.; (iv) the Warrant is not held in a discretionary account; (v) disclosure of the aggregate on compensation arrangements is made at the face or faces thereof for time of the number exercise of the Warrant; (vi) the holder of the Warrant Shares equal (without giving effect to any adjustment therein) to has stated in writing that the number of such shares called for on exercise was solicited and designated in writing the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.soliciting broker-dealer; and

Exercise. (a) This Warrant may be exercised in whole or in part by the Registered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, along with the purchase form appended hereto as Exhibit I A duly executed and completed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designatedesignate by notice in writing to the Registered Holder, accompanied by payment in fullcash or certified cashier’s check payable to the Company (or wire transfer of immediately available funds), in lawful money of the United States, of the Warrant Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant exercise (the “Aggregate Exercise Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof”). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable Within ten (10) days after the date of exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) , a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise; andexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. (iid) The Company shall assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a registered public offering, a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such transaction or event in which case such exercise is in part only, a new warrant or warrants (dated shall not be deemed effective until the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number consummation of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisetransaction or event.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering the surrender of this Warrant, Warrant (with the purchase form appended Notice of Exercise Form attached hereto as Exhibit I duly executed by the such Registered Holder Holder) at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the Warrant then applicable Exercise Price payable in respect of multiplied by the number of Warrant Shares then being purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time , subject to time shall be such amount adjusted the cashless exercise provisions set forth in accordance with Section 2 hereof2.3(b) of this Warrant. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (above, if so surrendered prior to 5:00 p.m., New York City time, or if surrendered after 5:00 p.m., New York City time, as of the “Exercise Date”)next business day. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below 1(c), below, shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable Unless exercising this Warrant in its entirety (or the then existing remainder of this Warrant in its entirety), exercises hereunder shall be only in full share increments. Within five (5) business days after the exercise of the purchase right represented by this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, Company at its expense, expense will use its best efforts to cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof (including the requirement that there be a registration statement then in effect with respect to transfers or an exemption therefrom), to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the such Registered Holder shall be entitled upon such exercise; exercise (and, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof), and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate stating on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for currently stated on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseexercise as provided in subsection 1(a) above.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the such Registered Holder Holder, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Exercise Price payable in respect of the number of shares of Warrant Shares Stock being purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this the Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares Stock shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares Stock represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 10 days thereafter, the Company, Company at its expense, expense will cause to be issued in the name of, and delivered to, the Registered Holder, or or, subject to the terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares Stock to which the such Registered Holder shall be entitled upon such exercise; , and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Shares Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant Warrant, minus the number of such shares purchased by the Registered Holder upon such exerciseexercise as provided in subsection 1(a) above. (d) In lieu of the payment of the Exercise Price in the manner required by Section 1(a), the Holder shall have the right (but not the obligation) to pay the Exercise Price for the shares of Common Stock being purchased with this Warrant upon exercise by the surrender to the Company of any exercisable but unexercised portion of this Warrant having a "Value" (as defined below), at the close of trading on the last trading day immediately preceding the exercise of this Warrant, equal to the Exercise Price multiplied by the number of shares of Common Stock being purchased upon exercise ("Cashless Exercise Right"). The sum of (x) the number of shares of Common Stock being purchased upon exercise of the non-surrendered portion of this Warrant pursuant to this Cashless Exercise Right and (y) the number of shares of Common Stock underlying the portion of this Warrant being surrendered, shall not in any event be greater than the total number of shares of Common Stock purchasable upon the complete exercise of this Warrant if the Exercise Price were paid in cash. The "Value" of the portion of the Warrant being surrendered shall equal the remainder derived from subtracting (x) the Exercise Price multiplied by the number of shares of Common Stock underlying the portion of this Warrant being surrendered from (y) the Market Price of a share of Common Stock multiplied by the number of shares of Common Stock underlying the portion of this Warrant being surrendered. As used in this Warrant, the term "Market Price" at any date shall be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale price for the immediately preceding three trading days, in either case as officially reported by the national securities exchange on which the Common Stock is trading, or, if the Common Stock is not principally traded on any national securities exchange, the last reported sale price as furnished by the NASD through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on the Nasdaq National Market or SmallCap Market or OTC Bulletin Board or similar organization, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it. The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Commencement Date and not later than the Expiration Date by delivering the Warrant with a duly executed exercise form attached hereto with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number of shares of Common Stock being purchased pursuant to such Cashless Exercise Right.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, along with the purchase form appended hereto as Exhibit I EXHIBIT A duly executed and completed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designatedesignate by notice in writing to the Registered Holder, accompanied by payment in fulleither cash or certified cashier's check payable to the Company (or wire transfer of immediately available funds), in lawful money of the United States, of the Warrant Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise. The exercise (the "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereofAGGREGATE EXERCISE PRICE"). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”"EXERCISE DATE"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable Within fifteen (15) days after the date of exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: : (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and and (ii) in case such exercise is in part only, a new warrant or warrants (dated Warrant representing the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect shares with respect to any adjustment therein) to the number of such shares called for on the face of which this Warrant minus shall not have been exercised (unless this Warrant has been fully exercised or has expired); PROVIDED, HOWEVER, that the number Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such shares purchased by certificate upon exercise in a name other than that of the Registered Holder and the Company shall not be required to issue or deliver certificates until the person or person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such tax has been paid. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any AD VALOREM property or intangible tax assessed against the Registered Holder. (d) Notwithstanding any other provision of this Warrant, the right to exercise this Warrant shall terminate prior to July 2, 2009, upon the sale of all or substantially all of the capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise in which the Registered Holder would be entitled to cash or securities traded on a national security exchange, the Nasdaq Stock Market, or an over-the-counter market in exchange for the Warrant Shares (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Common Stock immediately prior to such exercisetransaction beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction).

Exercise. (a) This Each Warrant may be exercised by the Registered Holder thereof at any time on or before after the Termination Initial Exercise Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of but not after the Warrant Price payable Expiration Date, upon the terms and subject to the conditions set forth herein and in respect of the number of applicable Warrant Shares purchased upon such exerciseCertificate. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this A Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day 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 which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At 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 promptly after clearance of checks received in payment of the Exercise Price pursuant to such timeWarrants, cause to be issued and delivered by the Transfer Agent, to the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed entitled to have become receive the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in partsame, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of Commonwealth or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may direct in writing. (b) The Registered Holder may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (4)(c), by surrendering the Warrant Certificate at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall be entitled take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such exercise; Warrant Exchange and (ii) in case such exercise is in part only, if applicable, a new warrant or warrants (dated the date hereof) of like tenortenor evidencing the balance of the shares remaining subject to such Warrant, calling shall be issued as of the Exchange Date and delivered to the Registered Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Registered Holder in its Notice of Exchange (the aggregate on the face or faces thereof for "Total Number") less (ii) the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall have the meaning set forth Section 10(a) hereof, except that for purposes hereof, the date of exercise, as used in such shares called for on Section 10(a) hereof, shall mean the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseExchange Date.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, along with the purchase form appended hereto as Exhibit I A duly executed and completed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designatedesignate by notice in writing to the Registered Holder, accompanied by payment in fulleither (i) cash or certified cashier’s check payable to the Company (or wire transfer of immediately available funds), in lawful money of the United States, of the Warrant Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "exercise (the “Aggregate Exercise Price”), or (ii) a written notice to the Company that the Registered Holder is exercising this Warrant Price" on a “cashless” exercise basis by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant which when multiplied by the Fair Market Value (as defined in Article 3 hereof) of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall initially no longer be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereofissuable under this Warrant). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant and the completed purchase form shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable Within ten (10) days after the date of exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) , a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; andprovided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of the Registered Holder and the Company shall not be required to issue or deliver certificates until the person or person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such tax has been paid. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. (iid) The Company shall assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a registered public offering, a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such transaction or event in which case such exercise is in part only, a new warrant or warrants (dated shall not be deemed effective until the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number consummation of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisetransaction or event.

Exercise. Subject to the provisions, limitations and other relevant provisions of the Plan and of this Agreement, and the earlier expiration of the Option as herein provided, Employee may exercise the Option to purchase some or all of the Shares as follows: (a) This Warrant may be exercised The Option shall become exercisable in three cumulative equal annual installments as follows: (i) on the first anniversary of the Effective Date, the right to purchase one-third of the aggregate number of Shares shall become exercisable without further action by the Registered Holder Committee; (ii) on or before the Termination second anniversary of the Effective Date, in whole or in part, by surrendering this Warrant, with the right to purchase form appended hereto as Exhibit I duly executed an additional one-third of the aggregate number of Shares shall become exercisable without further action by the Registered Holder at Committee; and (iii) on the principal executive offices third anniversary of the CompanyEffective Date, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money right to purchase the remaining one-third of the United States, of the Warrant Price payable in respect of the aggregate number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereofbecome exercisable without further action by the Committee. (b) Each exercise Notwithstanding any other provision of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such timeAgreement, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record unexercised portion of the Warrant Shares represented by such certificatesOption, if any, will automatically and without notice terminate and become null and void upon the expiration of ten (10) years from the Effective Date of the Option. (c) As soon Any exercise by Employee of the Option, or portion thereof, shall be conducted by delivery of an irrevocable notice of exercise to the Company or its designee as practicable after provided in the Plan. In no event shall Employee be entitled to exercise the Option for less than a whole Share. (d) Notwithstanding any other provision of this Warrant Agreement, upon the occurrence of a Change in Control, the Option shall become fully vested and immediately exercisable in full or on the date of the Change in partControl. For purposes hereof, and “Change in any event within twenty (20) days thereafter, Control” shall mean the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder occurrence of any applicable transfer taxes) may direct: of the following events: (i) a certificate merger of Dynegy with another entity, a consolidation involving Dynegy, or certificates for the number sale of Warrant Shares all or substantially all of the assets or equity interests of Dynegy to which another entity if, in any such case, (A) the Registered Holder shall holders of equity securities of Dynegy immediately prior to such event do not beneficially own immediately after such event equity securities of the resulting entity entitled to fifty-one percent (51%) or more of the votes then eligible to be entitled upon cast in the election of directors (or comparable governing body) of the resulting entity in substantially the same proportions that they owned the equity securities of Dynegy immediately prior to such exerciseevent or (B) the persons who were members of the Board immediately prior to such event do not constitute at least a majority of the board of directors of the resulting entity immediately after such event; and (ii) a circumstance where any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of fifty percent (50%) or more of the combined voting power of the outstanding securities of, (A) if Dynegy has not engaged in case such exercise is a merger or consolidation, Dynegy, or (B) if Dynegy has engaged in part onlya merger or consolidation, the resulting entity; or (iii) circumstances where, as a result of or in connection with, a new warrant contested election of directors, the persons who were members of the Board immediately before such election shall cease to constitute a majority of the Board. For purposes of the “Change in Control” definition, (1) “resulting entity” in the context of an event that is a merger, consolidation or warrants sale of all or substantially all of the subject assets or equity interests shall mean the surviving entity (dated or acquiring entity in the date hereofcase of an asset or equity interest sale), unless the surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and the holders of common stock of Dynegy receive capital stock of such other entity in such transaction or event, in which event the resulting entity shall be such other entity, and (2) subsequent to the consummation of a merger or consolidation that does not constitute a Change in Control, the term “Dynegy” shall refer to the resulting entity and the term “Board” shall refer to the board of directors (or comparable governing body) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseresulting entity.

Exercise. (a) This Any or all of the Warrants represented by each Warrant Certificate may be exercised by the Registered Holder holder thereof on any business day on or before 5:00 p.m. Minneapolis time on _________, 2003 (the Termination "Expiration Date, in whole or in part"), by surrendering this Warrant, surrender of the Warrant Certificate with the purchase form appended hereto as Exhibit I form, which is printed on the reverse thereof, duly executed by such holder, to the Registered Holder Warrant Agent at the its principal executive offices of office in South St. ▇▇▇▇, Minnesota. The purchase form must be accompanied by payment, in cash or by certified check payable to the Company, or at such other office or agency as in an amount equal to the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect product of the number of shares of Common Stock issuable upon exercise of the Warrants represented by such Warrant Shares purchased upon Certificate, as adjusted pursuant to the provisions of Article III hereof, multiplied by the exercise price of $_____ (125% of the average of the last reported sale prices of the Company's Common Stock on the Nasdaq National Market (symbol "PDSF") for the ten trading days immediately prior to the date of the Prospectus), as adjusted pursuant to the provisions of Article III hereof (such exercise. The "Warrant Price" shall initially be $2.23 and price as so adjusted from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed being referred to have been effected immediately prior to as the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”"Purchase Price"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder holder shall be entitled upon to receive such number of fully paid and nonassessable shares of Common Stock, as so adjusted, at the time of such exercise; and . If a registration statement under the Securities Act of 1933, as amended (ii) the "Securities Act"), covering the shares of Common Stock issuable upon exercise of the Warrants is not effective on the Expiration Date and any of the Warrants remain outstanding on the Expiration Date, in case such exercise is in part onlycase, the Expiration Date shall be extended until such time as a new warrant or warrants (dated registration becomes effective and the Warrant shall then remain exercisable for a period of 90 calendar days from the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) Company delivers to the number Warrantholders written notice of the availability of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseregistration.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole hole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit EXHIBIT I duly executed by the such Registered Holder Holder, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of shares of Warrant Shares Stock purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares Stock shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares Stock represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 10 days thereafter, the Company, Company at its expense, expense will cause to be issued in the name of, and delivered to, the Registered Holder, or or, subject to the terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares Stock to which the such Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Shares Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseexercise as provided in subsection 1(a) above.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time during the Warrant Term by the Holder hereof as to all or any increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: ONI Medical Systems, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇, or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate purchase price of the Shares so purchased. Payment of the purchase price of the Shares may be such amount adjusted in accordance with Section 2 hereof. made by (a) a check payable to the Company, (b) Each wire transfer of funds to the Company, (c) cancellation by Novoste of an equal amount of the Company’s indebtedness for principal and interest under the Note, or (d) any combination thereof, at Novoste’s sole discretion. For the avoidance of doubt, it is hereby specifically agreed that the purchase price of the Shares to be paid upon the exercise of the Warrant may not be paid through the return to the Company of a portion of such Shares, i.e., the Warrant may not be exercised through a “cashless” or “net-issue” exercise. Upon exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to as aforesaid, the Company shall as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise promptly as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in partpracticable, and in any event within twenty fifteen (2015) days thereafter, execute and deliver to the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: this Warrant (ia) a certificate or certificates for the total number of Shares for which this Warrant Shares is being exercised in such names and denominations as are requested by such Holder, and (b) if this Warrant is exercised, on any one or more occasions, with respect to which less than all of the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part onlyShares, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for Warrant covering the number of Shares in respect of which this Warrant Shares equal (without giving effect shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any adjustment therein) to and all state and federal issue taxes which may be payable in respect of the number of such shares called for on the face issuance of this Warrant minus or the number issuance of such shares purchased by the Registered Holder any Shares upon such exerciseexercise of this Warrant.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering the surrender of this Warrant, Warrant (with the purchase form appended Notice of Exercise Form attached hereto as Exhibit I duly executed by the such Registered Holder Holder) at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, ,in lawful money of the United States, of an amount equal to the Warrant then applicable Purchase Price payable in respect of multiplied by the number of Warrant Shares then being purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(al(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(dI (c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of the purchase right represented by this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, Company at its expense, expense will use its best efforts to cause to be issued in the name of, of the Registered Holder and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may directto you: (i) a certificate or certificates for the number of full shares of Warrant Shares to which the such Registered Holder shall be entitled upon such exercise; exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, a Warrant Share representing the remainder of the fractional share to the next whole Warrant Share, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate stating on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for currently stated on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseexercise as provided in subsection l(a) above.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) If on any date after the later of (i) the effectiveness of the Registration Statement (as defined in the Subscription Agreements), and (ii) the date on which Shareholder Approval (as defined in the Subscription Agreements) is obtained, the closing price of the Common Stock, as quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or the principal exchange on which the Common Stock is listed, or if not so listed then in the over-the-counter market as published in The Wall Street Journal, for 20 consecutive trading days equals at least $4.00 (subject to adjustment in the event of any subdivision, combination or reclassification affecting the Common Stock), the Company shall have the right, at its option and upon 30 days written notice to the Registered Holder, to terminate this Warrant; provided that (i) the Registered Holder shall have the right to exercise this Warrant at any time prior to such termination pursuant to Section 2(a), and (ii) the Registration Statement shall be effective at all times during such 30-day notice period. Upon such termination, the Registered Holder shall have no further rights hereunder. The Registered Holder shall have the right to exercise the Warrant until the termination of the 30-day notice period, provided that such 30-day notice period terminates prior to , 2008. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a2(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (cd) As soon as practicable after In the event of any exercise of the rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the Registered Holder within a reasonable time and, unless this Warrant in full has been fully exercised or in parthas expired, and in any event a new Warrant representing the shares with respect to which this Warrant shall not have been exercised shall also be issued to the Holder within twenty such reasonable time. (20e) days thereafterFor purposes of this Warrant, the per share fair market value of the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct’s Common Stock shall mean: (i) a certificate If the Company’s Common Stock is publicly traded, the per share fair market value shall be the average of the closing prices of the Common Stock as quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or certificates the principal exchange on which the Common Stock is listed, or if not so listed then the fair market value shall be the average of the closing bid prices of the Common Stock in the over-the-counter market as published in The ▇▇▇▇ ▇▇▇▇▇▇ Journal, in each case for the number fifteen trading days ending five trading days prior to the date of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; anddetermination of fair market value; (ii) If the Company’s Common Stock is not so publicly traded, the per share fair market value shall be such fair market value as is determined in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased good faith by the Registered Holder upon such exerciseBoard of Directors of the Company after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm’s length. (f) NOTWITHSTANDING ANY OTHER PROVISION OF THIS WARRANT, THIS WARRANT SHALL NOT BE EXERCISABLE UNLESS AND UNTIL SHAREHOLDER APPROVAL (AS DEFINED IN THE SUBSCRIPTION AGREEMENT) IS OBTAINED.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I EXHIBIT 1 duly executed by the such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency by as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time For purposes hereof, the Purchase Price shall be such amount adjusted in accordance with Section 2 hereofequal to $7.50 per share. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(al(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 10 days thereafterhereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the such Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part, part at any time by surrendering presentation of this Warrant, Warrant with the purchase form appended Purchase Form as attached hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Companycompleted and executed, or at such other office or agency as the Company may designate, accompanied by together with payment in full, in lawful money of the United States, of the Warrant Price payable in respect at the principal office of the number Company. Payment of the Warrant Shares purchased upon Price may be made in cash, by wire transfer or by check. Upon surrender of the Warrant and payment of such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to Price as aforesaid, the Company as provided shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder and in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) Warrantholder may direct: (i) designate a certificate or certificates for the number of Warrant full Shares to which so purchased upon the Registered Holder exercise of the Warrant, together with Fractional Warrants, as provided in Section 8 hereof, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be entitled upon deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such exercise; and (ii) Shares as of the date of the surrender of the Warrant and the payment of the Warrant Price, as aforesaid, notwithstanding that the certificates representing the Shares shall not actually have been delivered or that the stock transfer books of the Company shall then be closed. The Warrant shall be exercisable, at the election of the Warrantholder, either in case such exercise is full or from time to time in part onlyand, in the event that a certificate evidencing the Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Termination Date, a new warrant or warrants (dated certificate evidencing the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of remaining Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased will be issued by the Registered Holder upon such exerciseCompany.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares Units purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above accompanied by payment in full of the Purchase Price (the “"Exercise Date”"). At such time, the person or persons in whose name or names any certificates for Warrant Shares or Underlying Warrants shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares or Underlying Warrants represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 5 business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares and Underlying Warrants to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseremaining Units.

Exercise. (a) This Warrant may The Option shall become exercisable with respect to ___ shares of Common Stock on __________ and with respect to an additional ___ shares of Common Stock on the first day of each calendar month thereafter until the Option is exercisable for all ____ shares of Common Stock. If Option Holder ceases to be exercised by an employee of RNET, then the Registered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of Option shall be exercisable for only the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially shares of Common Stock as to which it was exercisable on the date on which Option Holder ceases to be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereofan employee of RNET. (b) Each exercise The Option may be exercised by delivery to RNET of this Warrant written notice specifying the number of shares with respect to which the Option is exercised and the Option Price for such number of shares. The notice shall contain Option Holder's representation that he is purchasing such the shares for investment purposes only and his agreement not to sell any shares so purchased in violation of the Securities Act of 1933 or other applicable law. Such restrictions or notice thereof shall be deemed placed on the certificates representing the shares so purchased, and RNET may refuse to have been effected immediately prior issue the certificates or to transfer the shares on its books unless it is satisfied that no violation of such restrictions will occur. The Option Price shall be paid (i) in cash, (ii) by certified or cashier's check payable to the close order of business on RNET, or (iii) by delivery of certificates representing a number of shares of Common Stock, the day on fair market value of which this Warrant shall have been surrendered (as determined in the sole discretion of the board of directors of RNET) at least equals the Option Price of the shares purchased pursuant to the Company as provided in subsection 1(a) above (the “Exercise Date”)Option. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders No shares of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after Common Stock acquired through the exercise of this Warrant an incentive stock option or an option granted under an employee stock purchase plan may be used to purchase shares pursuant to the Option until the holding period applicable to such shares has expired. Furthermore, in full or in partno case may shares of Common Stock be used to purchase shares pursuant to the Option until the shares have been held for at least six months. Upon issuance, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for representing the number of Warrant Shares to which the Registered Holder shares so purchased shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect delivered to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseOption Holder.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the such Registered Holder Holder, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Exercise Price payable in respect of the number of shares of Warrant Shares Stock being purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this the Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares Stock shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares Stock represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, part the Company, Company at its expense, expense will cause to be issued in the name of, and delivered to, the Registered Holder, or or, subject to the terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares Stock to which the such Registered Holder shall be entitled upon such exercise; , and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Shares Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant Warrant, minus the number of such shares purchased by the Registered Holder upon such exerciseexercise as provided in subsection 1(a) above. (d) In lieu of the payment of the Exercise Price in the manner required by Section 1(a), the Holder shall have the right (but not the obligation) to pay the Exercise Price for the shares of Common Stock being purchased with this Warrant upon exercise by the surrender to the Company of any exercisable but unexercised portion of this Warrant having a "Value" (as defined below), at the close of trading on the last trading day immediately preceding the exercise of this Warrant, equal to the Exercise Price multiplied by the number of shares of Common Stock being purchased upon exercise ("Cashless Exercise Right"). The sum of (x) the number of shares of Common Stock being purchased upon exercise of the non-surrendered portion of this Warrant pursuant to this Cashless Exercise Right and (y) the number of shares of Common Stock underlying the portion of this Warrant being surrendered, shall not in any event be greater than the total number of shares of Common Stock purchasable upon the complete exercise of this Warrant if the Exercise Price were paid in cash. The "Value" of the portion of the Warrant being surrendered shall equal the remainder derived from subtracting (x) the Exercise Price multiplied by the number of shares of Common Stock underlying the portion of this Warrant being surrendered from (y) the Market Price of a share of Common Stock multiplied by the number of shares of Common Stock underlying the portion of this Warrant being surrendered. As used in this Warrant, the term "Market Price" at any date shall be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale price for the immediately preceding three trading days, in either case as officially reported by the national securities exchange on which the Common Stock is trading, or, if the Common Stock is not principally traded on any national securities exchange, the last reported sale price as furnished by the NASD through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on the Nasdaq National Market or SmallCap Market or OTC Bulletin Board or similar organization, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it. The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Commencement Date and not later than the Expiration Date by delivering the Warrant with a duly executed exercise form attached hereto with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number of shares of Common Stock being purchased pursuant to such Cashless Exercise Right.

Exercise. (a) This Subject to the provisions of Sections 4 and 7, the Warrants, when evidenced by a Warrant Certificate, may be exercised by the Registered Holder on or before the Termination Date, in whole or in partpart at any time during the period (the "Exercise Period") commencing on _______________, 2000__ (the "Exercise Date") until ________________, 200___ (the "Warrant Expiration Date", unless extended by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices a majority vote of the Company's Board of Directors, or at but in no event after such other office or agency as extended expiration date. The Company shall promptly notify the Company may designate, accompanied by payment in full, in lawful money Warrant Agent and the Registered Holders of any such extension of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exerciseExercise Period. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this A Warrant shall be deemed to have been effected exercise immediately prior to the close of business on the day on which this date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall have been surrendered be executed by the Registered Holder thereof or his attorney duly authorized in writing and shall be delivered, together with payment therefore, to the Company at its corporate offices located at Suite 206 - 455 Granville Street, Vancouver, BC V6C 1T1 (the "Corporate Of▇▇▇▇"), ▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ check, in an amount equal to the aggregate Exercise Price, in lawful money. Unless Warrant Shares may not be issued as provided in subsection 1(a) above (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”). At 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 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 (30) days after the Exercise Date and in any event prior to the Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed entitled to have become receive the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in partsame, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares 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 the absolute owners thereof for all purposes, and the Company shall not be affected by any notice to which the contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the Common Stock unless the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated have exercised the Warrants and purchased Shares of Common Stock prior to the record date hereof) fixed by the Board of like tenor, calling in Directors of the aggregate on the face or faces thereof Company for the number determination of Warrant Shares equal (without giving effect holders of Common Stock entitled to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisedividend or other rights.

Exercise. (a) This Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder commencing at any time on or before after the Termination Initial Warrant Exercise Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of but not after the Warrant Price payable Expiration Date, upon the terms and subject to the conditions set forth herein and in respect of the number of applicable Warrant Shares purchased upon such exerciseCertificate. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this A Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day on which this Exercise Date, provided that the Warrant shall have been surrendered 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 (i) payment in cash or by check made payable to the Company as provided Company, of an amount in subsection 1(alawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Company, and (ii) above (a completed and executed Accredited Investor Certificate. The person entitled to receive the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable securities deliverable upon such exercise as provided in subsection 1(d) below shall be deemed to have become treated for all purposes as the holder or holders of record such securities as of the Warrant Shares represented by such certificates. (c) close of business on the Exercise Date. As soon as a practicable on or after the exercise of this Warrant in full or in part, Exercise Date and in any event within twenty (20) five business days thereafterafter such date, if one or more Warrants have been exercised, the Company, at its expense, will Company shall cause to be issued in to the name of, and delivered to, person or persons entitled to receive the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) same a Common Stock certificate or certificates for the number shares of Warrant Shares to which the Registered Holder shall be entitled Common Stock deliverable upon such exercise; and. Each certificate for shares of Common Stock shall bear legends to evidence that such shares have not been registered under federal or state securities laws and may not be transferred unless registered or exempt from registration thereunder. (iib) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in case such exercise is in part only, a new warrant lieu of fractional interests. Any fraction equal to or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) greater than one-half shall be rounded upon to the number of such shares called for on next full share or Warrant, as the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisecase may be, any fraction less than one-half shall be eliminated.

Exercise. (a) This Warrant warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by by: (i) surrendering this Warrant, with the purchase form appended hereto as Exhibit I (the "Exercise Form") completed to reflect an exercise for cash and duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; or (ii) surrendering this Warrant, with the Exercise Form completed to reflect a cashless exercise and duly executed by the Registered Holder 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. The "If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock, then, effective immediately prior to the closing of the sale of such shares by the Company pursuant to such public offering, this Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted deemed to be automatically exercised in accordance with full, without any further action taken by the holder hereof, by means of a cashless exercise pursuant to Section 2 l (a)(ii) hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “"Exercise Date”"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1 (c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 30 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may directdirect on the Exercise Form delivered at the time of exercise of this Warrant: (i) in the event of a cash exercise pursuant to Section 1 (a)(i), a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; (ii) in the event of a cashless exercise pursuant to Section 1 (a)(ii) hereof, a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise computed using the following formula plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof: Where: X = the number of Warrant Shares to be issued; Y = the number of shares of Common Stock as to which the Registered Holder exercised the Warrant; A = Fair Market Value per share of Common Stock at the time of exercise of the Warrant (determined pursuant to Section 3 hereof); B = Purchase Price in effect at the time of exercise of the Warrant; and (iiiii) in case either such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by as to which the Registered Holder upon such exerciseexercised the Warrant.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may only be exercised as to vested Warrant Shares, and shall vest and become exercisable as follows: in twelve (12) consecutive equal monthly amounts at the end of each calendar month starting April 30, 2010 such that all Warrant Shares are vested in full on March 31, 2011 (the “Fully Vested Date”), unless the Agreement dated April 13, 2010 by and among Prof. Avi Israeli, the Registered Holder and the Company (the “Agreement”) is terminated prior to the Fully Vested Date, in which case no further Warrant Shares shall vest on or after the date of such termination. Upon termination of the Agreement vesting shall cease and the Registered Holder shall be entitled to exercise this Warrant only with respect to the portion of the Warrant Shares that shall have vested prior to the date of termination of the Agreement, rounded to the nearest number without decimal. The "Warrant Price" shall initially be $2.23 and from time to time shall be valid until and may be exercised only on or before the earliest of the following: (i) immediately prior to a sale of all or substantially all of the shares of the Company in a merger and/or acquisition transaction; (ii) the Expiration Date; or (iii) six (6) months following the termination of the Agreement. Immediately after such amount adjusted in accordance with Section 2 hereofdate all unexercised Warrant Shares shall expire and be forfeited, and this Warrant shall terminate. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of 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 of the 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 Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (cd) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exerciseexercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. (a) This Warrant Warrants may be exercised by the Registered Holder commencing at any time on or before after the Termination Initial Warrant Exercise Date, in whole or in part, by surrendering this Warrant, with but not after the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices earlier to occur of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of date fixed for redemption pursuant to Section 9 hereof and the Warrant Price payable Expiration Date, upon the terms and subject to the conditions set forth herein and in respect of the number of applicable Warrant Shares purchased upon such exerciseCertificate. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this A Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day on which this Exercise Date, provided that the Warrant shall have been surrendered Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof with such Registered Holder's signature guaranteed, together with payment in cash or by bank or cashier's check made payable to the Company as provided order of the Company, of an amount in subsection 1(a) above (lawful money of the “Exercise Date”)United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. At such time, The person entitled to receive the person or persons in whose name or names any certificates for Warrant Shares shall be issuable securities deliverable upon such exercise as provided in subsection 1(d) below shall be deemed to have become treated for all purposes as the holder or holders of record such securities as of the Warrant Shares represented by such certificates. (c) close of business on the Exercise Date. As soon as practicable on or after the exercise of this Warrant in full or in part, Exercise Date and in any event within twenty (20) five business days thereafterafter such date, upon due exercise of Warrants, the Company, at its expense, will Warrant Agent on behalf of the Company shall cause to be issued in to the name of, and delivered to, person or persons entitled to receive the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) same a Common Stock certificate or certificates for the number shares of Warrant Shares to which the Registered Holder shall be entitled Common Stock deliverable upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated and the date hereof) of like tenor, calling in Warrant Agent shall deliver the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) same to the person or persons entitled thereto. Upon the exercise of any two or more even whole number multiples of such shares called for on Warrants, the face Warrant Agent shall promptly notify the Company in writing of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.such

Exercise. (i) In order to exercise this Warrant with respect to all or any portion of the Warrant Shares during the times when the Warrant is exercisable (as described above), the Holder (or in the case of exercise after the Holder’s death, the Holder’s executor, administrator, heir or legatee, as the case may be) must take the following actions: (a) execute and deliver to the Company the Notice of Exercise in the form attached hereto as Exhibit “A” and incorporated herein by this reference (the “Notice of Exercise”), (b) agree to be bound by the terms and conditions of that Company’s Amended and Restated Registration Rights Agreement, dated as of September 19, 2017 (as such agreement may be amended, restated or otherwise modified from time to time, the “Registration Rights Agreement”) by executing and delivering to the Company a counterpart signature page to the Registration Rights Agreement, as well as such additional documents, instruments or agreements as the Company shall determine is reasonably necessary or appropriate in order to evidence or reflect any of the foregoing; and (c) pay the Exercise Price for the purchased Warrant Shares by either full payment, in cash or cash equivalents, or any other form which the Company may, in its sole and absolute discretion, approve at the time of exercise. Payment of the Exercise Price shall immediately become due and shall accompany the Notice of Exercise. (ii) This Warrant may also be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, through a cashless exercise, as described in this Section 2(ii). Notwithstanding any provisions herein to the contrary, if the fair market value of one Warrant Share is greater than the Exercise Price (at the date of calculation as set forth below), then in lieu of exercising this Warrant in cash, the Holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by surrendering surrender of this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder Warrant at the principal executive offices office of the Company, or at together with the properly endorsed Notice of Exercise and notice of such other office or agency as election, the Company may designateshall issue to Holder a number of Warrant Shares, accompanied by payment in full, in lawful money of computed using the United States, of the Warrant Price payable in respect of the following formula: X = Y (A-B) A Where X = The number of Warrant Shares purchased upon to be issued to the Holder Y = The number of Warrant Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise. calculation) A = The "fair market value of one Warrant Price" shall initially be $2.23 and from time Share (at the date of such calculation) B = Exercise Price (as adjusted to time the date of such calculation) For purposes of the above calculation, the fair market value of one Warrant Share as of a particular date shall be determined as follows: (y) if traded on a national securities exchange, the fair market value shall be deemed to be the volume weighted average trading price of the Warrant Shares on such amount adjusted exchange for the five (5) trading days immediately prior to the date of exercise indicated in accordance with Section 2 hereofthe Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); and (z) if traded over-the-counter only, the fair market value shall be deemed to be the average of the closing bid and asked prices over the five (5) trading days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise). If the Warrant Shares are not traded on the over-the-counter market or through a national securities exchange, this Warrant may be exercised by the Holder through a cashless exchange as described above but the fair market value per share of a Warrant Share shall be the price per share of a Warrant Share that the Company could obtain from a willing buyer for a Warrant Share sold by the Company as such price shall be determined in good faith by the Company’s Board of Directors. (biii) Each exercise of this This Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company date of its surrender for exercise as provided in subsection 1(a) above (the “Exercise Date”). At such timeabove, and the person or persons in whose name or names any certificates for entitled to receive the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become treated for all purposes as the holder or holders of record of the such Warrant Shares represented by as of the close of business on such certificates. (c) As soon as practicable after date. In the exercise of event that this Warrant in full or is exercised in part, the Company will execute and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder deliver a new Warrant of any applicable transfer taxes) may direct: (i) a certificate or certificates like tenor exercisable for the number of Warrant Shares to shares for which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisemay then be exercised.

Exercise. Except as otherwise permitted under the Plan, this Option may be exercised or surrendered during the Holder’s lifetime only by the Holder or his/her guardian or legal representative. EXCEPT AS OTHERWISE PERMITTED UNDER THE PLAN, THIS OPTION SHALL NOT BE TRANSFERABLE BY THE HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION. With the Company’s consent which may granted or withheld in its sole discretion, Options may be transferred to certain permitted assignees, such as certain relatives of, or entities controlled by, the Participant, as more fully set forth in Section 8.3 of the Plan. This Option shall vest and be exercisable as follows (a) except as otherwise provided in this Option Agreement or the Employment Agreement: This Warrant may Option shall be exercised by the Registered Holder on (or before by his executors, administrators, guardian or legal representative) as to all or part of the Termination Date, in whole or in partShares, by surrendering this Warrantthe giving of written notice of exercise to the Company, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made at the time of exercise and shall be made (i) in cash or by certified check or bank check or wire transfer of immediately available funds, (ii) with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices consent of the Company, by tendering previously acquired Shares (valued at their then Fair Market Value (as defined in the Plan), as determined by the Company as of the date of tender) that have been owned for a period of at least six months (or such other period to avoid accounting charges against the Company’s earnings), or (iii) with the consent of the Company, a combination of (i) and (ii). Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time direct, and shall be in such amount adjusted in accordance with Section 2 hereof. (b) Each form, containing such further provisions as the Company may from time to time prescribe. In no event may this Option be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising this Option shall have any of the rights of a holder of Shares subject to this Option until certificates for such Shares shall have been issued following the exercise of this Warrant such Option. No adjustment shall be deemed to have been effected immediately made for cash dividends or other rights for which the record date is prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseissuance.

Exercise. (a) This Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by at any time commencing with the Registered Holder on or before the Termination Initial Warrant Exercise Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder and ending at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day 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 (b) At any time upon the exercise of any Warrants after 181 days from the date hereof, the Warrant Agent shall, on which this Warrant a daily basis, within two business days after such exercise, notify the Underwriter, and its successors or assigns, of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the (1) the Underwriter shall have been surrendered 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 state securities of "blue sky" laws, or (2) the Warrants are those underlying the Underwriter's Warrants, or (3) the market price of the Common Stock on the subject Exercise Date is lower than the Purchase Price, or (4) the Warrants are held in a discretionary account, or (5) the Warrants are exercised in an unsolicited transaction, in any of which events the Warrant Agent shall pay such amount to the Company as Company; provided in subsection 1(athat the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) above (during any week that such amounts payable are less than $1,000 and the “Exercise Date”). At Warrant Agent's obligation to make such time, the person or persons in whose name or names any certificates for Warrant Shares payments shall be issuable upon suspended until the amount payable aggregate $1,000, and provided further, that, in any event, any such exercise as provided in subsection 1(dpayment (regardless of amount) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesmade not less frequently than monthly. (c) As soon as practicable after The Company shall not be required to issue fractional shares upon the exercise of this Warrant Warrants. Warrants may only be exercised in full such multiples as are required to permit the issuance by the Company of one or in partmore whole shares. If one or more Warrants (1) If the Common Stock is listed or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX") or is traded on The Nasdaq National Market (" 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 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 in any event within twenty 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 (20) days thereafterother than the NYSE or the AMEX), the Companycurrent 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 national securities exchange, at its expenseor listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, will cause to be issued but is traded in the name ofover-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 delivered tobid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the Registered Holder, or as such Holder (upon payment by such Holder current market value of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number share of Warrant Shares to which the Registered Holder Common Stock shall be entitled upon such exercise; and (ii) in case such exercise is in part onlyan amount, a new warrant or warrants (dated not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date hereof) of like tenorexercise, calling determined in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseaccordance with generally accepted accounting principles, consistently applied.

Exercise. (a) This Warrant Subject to the provisions of Article V, each of the --------- Warrants may be exercised by the Registered 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 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 before any part of the Termination Datenumber of Issuable Warrant Shares purchasable upon its exercise. In order to exercise any Warrant, in whole or in part, the Holder will deliver to the Company at the address designated by surrendering this the Company pursuant to Section 10.06, (i) a ------------- written notice of such Holder's election to exercise its Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of which notice will specify the number of Issuable Warrant Shares to be purchased upon pursuant to such exercise. The "Warrant , (ii) payment of the Exercise Price" shall initially be $2.23 and from time to time shall be such , in an amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior equal to the close 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 business on the day on which this Warrant shall have been surrendered to Subscription Form appearing at the end of the Warrants. Upon the receipt of such notice, the Company will, as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise promptly as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in partpracticable, and in any event within twenty three (203) days thereafterBusiness Days, the Companyexecute, at its expense, will or cause to be issued in the name ofexecuted, and delivered to, the Registered Holder, or as deliver to such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for 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 name of such Holder, or such other name as designated in such notice or by such Holder. A Warrant will be deemed 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 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 Registered Holder shall Warrant has not been exercised, which new Warrant will, in all other respects, be entitled upon identical with the Warrants, or, with the consent of such exercise; andHolder, appropriate notation may be made on the Warrant and the Warrant returned to such Holder. (b) Payment of the Exercise Price will be made, at the option of the Holder, (i) in cash, (ii) in case such exercise is in part onlyby certified or official bank check, (iii) by cancellation of any debt owed by the Company to the Holder or (iv) by cancellation of Warrant Shares, valued at Fair Market Value. If the Holder surrenders a new warrant combination of cash or warrants (dated cancellation of any debt owed by the date hereof) of like tenorCompany to the Holder or Warrant Shares, calling in then the aggregate on Holder will specify the face or faces thereof for the respective number of shares of Common Stock to be purchased with each form of consideration, and the foregoing provisions will be applied to each form of consideration with the same effect as if the Warrant Shares equal (without giving effect were being separately exercised with respect to each form of consideration; provided, however, that a Holder may designate -------- ------- that any adjustment therein) cash to be remitted to a Holder in payment of debt be applied, together with other monies, to the number exercise of such shares called the portion of the Warrant being exercised for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisecash.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I A duly executed by the such Registered Holder Holder, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, by bank or certified check in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of shares of Warrant Shares Stock purchased upon such exercise. The "Warrant , or in lieu of such cash payment, the Registered Holder may elect to reduce the amount of indebtedness owed by the Company to the Registered Holder by the amount of such Purchase Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares Stock shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares Stock represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty ten (2010) days thereafter, the Company, Company at its expense, expense will cause to be issued in the name of, and delivered to, the Registered Holder, or or, subject to the terms and conditions hereof, as such the Registered Holder (upon payment by such the Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares Stock to which the such Registered Holder shall be entitled upon such exercise; exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Shares Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseexercise as provided in subsection 1(a) above.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the form of election to purchase form appended hereto as Exhibit I duly completed and executed by the such Registered Holder Holder, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money full of the United States, of the Warrant Purchase Price payable in respect of the number of shares of Warrant Shares Stock purchased upon such exerciseexercise in cash or by certified or official bank check payable to the order of the Company. The "Any exercise of this Warrant Price" shall initially may be $2.23 and from time made subject to time shall be such amount adjusted the satisfaction of one or more conditions (including, without limitation, the consummation of a sale of the capital stock of the Company or a merger or other business combination involving the Company) which are set forth in accordance with Section 2 hereofa writing which is made a part of or is appended to the aforementioned form of election to purchase notice (as the case may be) by the Registered Holder. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares Stock shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares Stock represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 10 days thereafter, the Company, Company at its expense, expense will cause to be issued in the name of, and delivered to, the Registered Holder, or or, subject to the terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares Stock to which the such Registered Holder shall be entitled upon such exercise; exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Shares Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseexercise as provided in subsection 1(a) above.

Exercise. (i) Subject to the other terms and conditions hereof, -------- the Option is exercisable, provided payment is made as provided below, from time to time by written notice to the Company (in the form required by the Company, the covenants and substantive provisions of which are hereby made part of this Agreement), which shall: (a) This Warrant state that the Option is thereby being exercised, the number of Shares with respect to which the Option is being exercised, each person in whose name any certificates for the Shares should be registered and that person's address and social security number; (b) be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by anyone other than the Holder, be accompanied by proof satisfactory to counsel for the Company of the right of that person or persons to exercise the Option under all applicable laws and regulations; and (c) be accompanied by such representations, warranties or agreements with respect to the investment intent of the person or persons exercising the Option as the Company may reasonably request, in form and substance satisfactory to counsel for the Company. (ii) Payment of the Option price may be exercised made, in the discretion of the person exercising the Option, by full payment of the Registered Holder on option price in cash or before by check, or, with the Termination Dateconsent of the Company, in whole or in part, part by surrendering this Warrant, with a surrender of previously acquired Common Shares of the Company having a Fair Market Value (as defined below) on the date of exercise equal to that portion of the purchase form appended hereto as Exhibit I duly executed price for which payment in cash or check is not made. The latter of the dates on which that notice and payment are received by the Registered Holder at Company constitutes the date of exercise of the Option; and (iii) For purposes hereof, the "Fair Market Value" of a Common Share as of any date shall be; (a) the closing price of a Common Share on the principal executive offices exchange on which the Common Shares are then trading, if any, on the day immediately prior to that date, or if Common Shares were not traded on that prior day, then on the next preceding trading day during which a sale occurred (the applicable trading day, the "Trade Date"); or (b) if Common Shares are not traded on an exchange but are quoted on NASDAQ or a successor quotation system, (1) the last sale price (if Common Shares are then listed as a National Market Issue under the NASD National Market System) on the Trade Date; or (2) if Common Shares are not then so listed, the mean between the closing representative bid and asked prices for Common Shares on the Trade Date as reported by NASDAQ or that successor quotation system; or (3) if Common Shares are not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the mean between the closing bid and asked prices for Common Shares, on the Trade Date, as determined in good faith by the Board of Directors; or (4) if Common Shares are not publicly traded, the fair market value established by the Board of Directors of the Company, or at such other office or agency as the Company may designate, accompanied by payment acting in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereofgood faith. (biv) Each As a condition to the exercise of this Warrant shall be deemed to have been effected immediately prior to the close Option and the obligation of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (to issue Shares upon the “Exercise Date”). At such timeexercise thereof, the person or persons in whose name or names any certificates for Warrant proposed recipient of the Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed make any representation or warranty necessary to have become comply with any applicable law or regulation or to confirm any factual matter reasonably requested by the holder Company or holders of record of the Warrant Shares represented by such certificatesits counsel. (cv) As soon as practicable after the Upon exercise of this Warrant in full or in part, the Option and in any event within twenty (20) days thereafterthe satisfaction of all conditions thereto, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) Company shall deliver a certificate or certificates for the number of Warrant applicable Shares to which the Registered Holder shall be entitled person or persons and at the time specified above upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) receipt of like tenor, calling in the aggregate on the face or faces thereof payment for the number of Warrant those Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseas set forth above.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) [intentionally omitted] (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above accompanied by payment in full of the Purchase Price (the “"Exercise Date”"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (cd) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 5 business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of remaining Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseShares.

Exercise. (a1) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit EXHIBIT I duly executed by the such Registered Holder or by such Registered ▇▇▇▇▇▇'s duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time Purchase Price shall be such amount adjusted paid in the form of (i) cash, (ii) a check of the Registered Holder to the Company, (iii) an electronic wire transfer of immediately available funds in accordance with Section 2 hereofwritten instructions of the Company or, (iv) if approved by the Company, any combination of the foregoing forms of payment. (b2) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c3) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon compliance with Section 9 and payment by such Holder of any applicable transfer taxes) may direct: (i1) a certificate or certificates for the number of full Warrant Shares to which the such Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii2) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, along with the purchase form appended hereto as Exhibit I A duly executed and completed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designatedesignate by notice in writing to the Registered Holder, accompanied by payment in fulleither (i) cash or certified cashier’s check payable to the Company (or wire transfer of immediately available funds), in lawful money of the United States, of the Warrant Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "exercise (the “Aggregate Exercise Price”); or (ii) a written notice to the Company that the Registered Holder is exercising this Warrant Price" on a “cashless” exercise basis by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant which when multiplied by the Fair Market Value (as defined below) of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall initially no longer be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereofissuable under this Warrant). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection Section 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(dSection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable Promptly after the date of exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct: (i) , a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; andprovided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of the Registered Holder and the Company shall not be required to issue or deliver certificates until the person or person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such tax has been paid. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. (iid) The Company shall use commercially reasonable efforts to assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company), at the Company’s expense. (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such transaction or event in which case such exercise is in part onlyshall not be deemed effective until the consummation of such transaction or event. (f) The Company shall not effect any exercise of this Warrant, a new warrant or warrants (dated and the date hereof) Registered Holder shall not have the right to exercise any portion of like tenorthis Warrant, calling to the extent that after giving effect to such issuance after exercise as set forth in the aggregate on purchase form appended hereto as Exhibit A, the face Registered Holder (together with the Registered Holder’s Affiliates (as defined below), and any other person or faces thereof for entity acting as a group together with the Registered Holder or any of the Registered Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number shares of such shares called for on the face of this Warrant minus the number of such shares purchased Common Stock beneficially owned by the Registered Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such exercisedetermination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Registered Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other securities exercisable or exchangeable for or convertible into Common Stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, it being acknowledged by the Registered Holder that the Company is not representing to the Registered Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Registered Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1(f) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Registered Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Registered Holder, and the submission of the purchase form appended hereto as Exhibit A shall be deemed to be the Registered Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Registered Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f), in determining the number of outstanding shares of Common Stock, a Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent periodic or annual report, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Registered Holder, the Company shall within three (3) business days confirm orally and in writing to the Registered Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Registered Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. By written notice to the Company, the Registered Holder may at any time and from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage specified in such notice (or specify that the Beneficial Ownership Limitation shall no longer be applicable), provided, however, that (A) any such increase (or inapplicability) shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (B) any such increase or decrease shall apply only to the Registered Holder and not to any other holder of Company Warrants (as defined below). The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. For purposes hereof, “Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Act. With respect to a Registered Holder, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Registered Holder will be deemed to be an Affiliate of such Registered Holder.

Exercise. (a) This Warrant may be exercised exercised, prior to its expiration pursuant to Section 2.5, by the Registered Holder on holder hereof at any time or before from time to time during the Termination Date, Exercise Period (as defined in whole or in partSection 9), by surrendering surrender of this Warrant, with the purchase form appended hereto as Exhibit I of subscription at the end hereof duly executed by the Registered Holder at the principal executive offices of the Companysuch holder, or at such other office or agency as to the Company may designateat its principal office, accompanied by payment in fullpayment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in lawful money of the United States, of the Warrant Price payable in respect of amount obtained by multiplying the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise shares of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on Common Stock for which this Warrant shall have been surrendered to is then being exercised by the Company as provided Exercise Price then in subsection 1(a) above (effect. In the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of event the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant is not exercised in full or in part, and in any event within twenty (20) days thereafterfull, the Company, at its expense, will cause forthwith issue and deliver to be issued or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of, and delivered to, of the Registered Holder, holder hereof or as such Holder holder (upon payment by such Holder holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part onlyrequest, a new warrant or warrants (dated the date hereof) of like tenor, calling having in the aggregate on the face or faces thereof for the number of Warrant Shares shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon exercise of this Warrant in accordance with this Section 2.1, the holder (or such other holder as the holder of this Warrant may request as provided in this Section 2.1) shall be, and shall be deemed to be, for all purposes a holder of record of the number of shares of Common Stock for which this Warrant has been exercised, notwithstanding any delay or failure of the Company to issue stock certificates as provided in Section 4 hereof. Accordingly, immediately upon exercise the holder (or its designee, as aforesaid) shall have the right to vote on all matters in which holders of Common Stock have a right to vote, shall be deemed a record holder for the purposes of voting, dividends or any other distributions and shall have all other rights of a stockholder of record under the laws of the State of Delaware. Upon any exercise of this Warrant, in whole or in part, the holder hereof may pay the aggregate Exercise Price with respect to the shares of Common Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares") by (a) surrendering its rights to a number of Exercise Shares having a fair market value equal to or greater than the Registered Holder required aggregate Exercise Price, in which case the holder hereof would receive the number of Exercise Shares to which it would otherwise be entitled upon such exercise, less the surrendered shares or (b) payment of cash in the form referred to in the first sentence of this Section 2.1. The Warrant may not be exercised prior to the occurrence of a Triggering Event.

Exercise. (a) This Warrant may be exercised by in whole or in part at any time or from time to time after the Registered Holder Closing Date of the Agreement and on or before the Termination fifth anniversary of the Closing Date of the Agreement (the "Expiration Date"), unless otherwise extended pursuant to the terms of the Agreement. In order to exercise this Warrant, in whole or in part, by surrendering this Warrantthe Holder shall deliver to the Company at its principal office at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other office or agency as shall be designated by the Company may designate, accompanied by payment in full, in lawful money pursuant to the Agreement: (a) written notice of the United StatesHolder's election to exercise this Warrant, which notice shall be substantially in the form of the Warrant attached "Subscription Form" and shall specify the number of shares of Common Stock to be purchased pursuant to such exercise; (b) either (i) a wire transfer of immediately available funds to the Company or (ii) notice that the Exercise Price payable in respect is satisfied by reduction of the number of shares to be received by the Holder upon exercise of this Warrant Shares as provided in Section 4 below, with the amount of such reduction specified in such notice; in each case such wire transfer or reduction in the number of shares shall be in an amount equal to the aggregate purchase price for all shares of Common Stock to be purchased pursuant to such exercise; and (c) this Warrant, properly endorsed. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within ten (10) days thereafter, execute (or cause to be executed) and deliver to the Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time stock certificate or certificates so delivered shall be registered in the name of the Holder, or such amount adjusted other name as shall be designated in accordance with Section 2 hereof. (b) Each exercise of this said notice. This Warrant shall be deemed to have been effected immediately prior exercised and such certificate or certificates shall be deemed to the close of business on the day on which this Warrant shall have been surrendered issued, and the Holder or any other person so designated to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below named therein shall be deemed to have become the holder or holders a Holder of record of such shares for all purposes, as of that said notice, together with said payment and this Warrant, is received by the Warrant Shares represented by such certificates. Company as aforesaid (c) As soon the "Exercise Date"). Except as practicable after otherwise provided in the exercise Agreement, the Holder of this Warrant shall not, by virtue of its ownership of this Warrant, be entitled to any rights of a stockholder in full or in part, and in any event within twenty (20) days thereafter, the Company, either at its expenselaw or in equity; provided, will cause however, that the Holder shall, for all purposes, be deemed to be issued in have become the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number record of such shares called for on the face Exercise Date. If the exercise is for less than all of the shares of Common Stock issuable as provided in this Warrant, the Company shall issue a new Warrant minus of like tenor and date for the number balance of such shares purchased issuable hereunder to the Holder. The Holder of this Warrant, by its acceptance hereof, consents to and agrees to be bound by and to comply with all of the Registered Holder upon such exerciseprovisions of this Warrant.

Exercise. (a) This Warrant may Once vested, the Performance Options can be exercised by to purchase stock of the Registered Holder on or before the Termination DateCompany subject to this option, in whole or in part, by surrendering from time to time, during Recipient’s Term of Employment and for a period of six (6) months after the earlier to occur of (i) the termination of Recipient’s Term of Employment (for whatever reason other than Cause) or (ii) the closing of the Change in Control event. Performance Options not exercised within such 6-month period shall immediately terminate. Performance Options existing upon Recipient’s termination for Cause shall terminate immediately upon termination of employment. The purchase price for each share subject to this WarrantPerformance Option shall be $______, with which is the purchase form appended hereto price of each share of stock of the Company on the date immediately prior to the date of this Agreement. To exercise a purchase right, Recipient shall provide written notice to the Company of the number of shares desired to be purchased along with a check for good funds to satisfy the full price, or where permitted by law: (a) by Recipient’s surrender of shares of the Company’s Common Stock that have been held by Recipient for at least six (6) months or so long as Exhibit I duly executed the Company does not recognize for financial accounting purposes a charge for compensation expense, that (i) either (A) have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by Recipient in the Registered Holder at open public market; and (ii) are clear of all liens, claims, encumbrances or security interests; or (b) provided that a public market for the principal executive offices Company’s stock exists: (i) through a “same day sale” commitment from Recipient and a Company-designated broker-dealer that is a member of the Financial Industry Regulatory Authority (a “Dealer”) whereby Recipient irrevocably elects to exercise the Option and to sell a portion of the shares so purchased sufficient to pay for the total purchase price for all shares being acquired (including those that are being sold to pay the purchase price) and whereby the Dealer irrevocably commits upon receipt of such shares to forward the total purchase price directly to the Company, or at such other office or agency (ii) through a “margin” commitment from Recipient and a Dealer whereby Recipient irrevocably elects to exercise the Option and to pledge the shares so purchased to the Dealer in a margin account as security for a loan from the Company may designate, accompanied by payment Dealer in full, in lawful money the amount of the United Statestotal purchase price, and whereby the Dealer irrevocably commits upon receipt of such shares to forward the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior total purchase price directly to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person Company; or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after by any combination of cash and/or the foregoing. Provided that the exercise of this Warrant notice and payment are in full or in part, form and in any event within twenty (20) days thereafter, substance satisfactory to counsel for the Company, at its expense, will cause to be issued the Company shall issue the shares registered in the name ofof Recipient and, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased extent share certificates are issued by the Registered Holder upon such exerciseCompany, shall deliver certificates representing the shares with the appropriate legends affixed thereto.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering the surrender of this Warrant, Warrant (with the purchase form appended Notice of Exercise Form attached hereto as Exhibit I duly executed by the such Registered Holder Holder) at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the Warrant then applicable Purchase Price payable in respect of multiplied by the number of Warrant Shares then being purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a1 (a) above (the “Exercise Date”)above. At such Such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1 (c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of the purchase right represented by this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, Company at its expense, expense will use its best efforts to cause to be issued in the name of, of the Registered Holder and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may directto you: (i) a certificate or certificates for the number of full shares of Warrant Shares to which the such Registered Holder shall be entitled upon such exercise; exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, a Warrant Share representing the remainder of the fractional share to the next whole Warrant Share, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate stating on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for currently stated on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseexercise as provided in subsection 1 (a) above.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I EXHIBIT A, duly executed by the Registered Holder such Holder, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, full by bank or certified check in lawful money of the United States, of the Warrant aggregate Purchase Price payable in respect of the total number of Warrant Shares shares of Common Stock purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(aSUBSECTION 2(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares or other instruments evidencing shares of Common Stock shall be issuable upon such exercise as provided in subsection 1(dSUBSECTION 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares Common Stock represented by such certificatescertificates or other instruments. (ci) The Holder may at its sole option, and in lieu of paying the Purchase Price pursuant to SUBSECTION 2(a) hereof, exchange this Warrant in whole or in part for a number of shares of Common Stock as determined below. Such shares of Common Stock shall be issued by the Company to the Holder without payment by the Holder of any other exercise price or any cash or other consideration. The number of shares of Common Stock to be so issued to the Holder shall be equal to the quotient obtained by dividing (A) the Surrendered Value (as defined below) on the date of surrender of this Warrant pursuant to SUBSECTION 2(a), by (B) the Fair Market Value on the exchange date of one share of Common Stock. (ii) For the purposes of this SUBSECTION 2(c), the "SURRENDERED VALUE" of a portion of this Warrant on a given date shall be deemed to be the difference between (A) the aggregate Fair Market Value on such date of the total number of shares of Common Stock otherwise issuable upon exercise of such portion of the Warrant, MINUS (B) the aggregate Purchase Price of such total number of shares of Common Stock. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty three (203) business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or or, subject to the terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares full shares of Common Stock to which the Registered such Holder shall be entitled upon such exercise; , PLUS, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount determined pursuant to SECTION 3 hereof, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant Number minus the number of such shares of Common Stock purchased by the Registered Holder upon such exercise.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, along with the purchase form appended hereto as Exhibit I A duly executed and completed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designatedesignate by notice in writing to the Registered Holder, accompanied by payment in fulla certified or cashier's check payable to the Company (or wire transfer of immediately available funds), in lawful money of the United States, of the Warrant Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise. The exercise (the "Warrant Aggregate Exercise Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof"). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “"Exercise Date”"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable Within a reasonable amount of time after the date of exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, at its expense, Company will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (or, upon payment by such Registered Holder of any applicable transfer taxes) may direct: (i) , its designee, a certificate or certificates for the nearest whole number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) provided, however, that the Company shall not be required to pay any tax that may be payable in case respect of any transfer involving the issuance and delivery of any such exercise is certificate in part only, a new warrant or warrants (dated the date hereof) name other than that of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon and the Company shall not be required to issue or deliver certificates until the person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such exercisetax has been paid. (d) The Company shall not be required to register, list or qualify the Warrant Shares pursuant to the Act or any applicable securities law or regulation or take any other actions so that the Warrant Shares may be offered and sold to the public.

Exercise. (a) Except as otherwise permitted under the Plan, this Option may be exercised or surrendered during the Holder's lifetime only by the Holder or his/her guardian or legal representative. EXCEPT AS OTHERWISE PERMITTED UNDER THE PLAN, THIS OPTION SHALL NOT BE TRANSFERABLE BY THE HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION. With the Company's consent which may granted or withheld in its sole discretion, Options may be transferred to certain permitted assignees, such as certain relatives of, or entities controlled by, the Participant, as more fully set forth in Section 8.3 of the Plan. This Warrant may Option shall vest and be exercisable as follows: -------------------------------------------------------------------------------- Vesting Date Shares Vested at Vesting Date Cumulative Shares -------------------------------------------------------------------------------- [vesting schedule] -------------------------------------------------------------------------------- This Option shall be exercised by the Registered Holder on (or before by her executors, administrators, guardian or legal representative) as to all or part of the Termination Date, in whole or in partShares, by surrendering this Warrantthe giving of written notice of exercise to the Company, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made at the time of exercise and shall be made (i) in cash or by certified check or bank check or wire transfer of immediately available funds, (ii) with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices consent of the Company, by tendering previously acquired Shares (valued at their then Fair Market Value (as defined in the Plan), as determined by the Company as of the date of tender) that have been owned for a period of at least six months (or such other period to avoid accounting charges against the Company's earnings), or (iii) with the consent of the Company, a combination of (i) and (ii). Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time direct, and shall be in such amount adjusted in accordance with Section 2 hereof. (b) Each form, containing such further provisions as the Company may from time to time prescribe. In no event may this Option be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising this Option shall have any of the rights of a holder of Shares subject to this Option until certificates for such Shares shall have been issued following the exercise of this Warrant such Option. No adjustment shall be deemed to have been effected immediately made for cash dividends or other rights for which the record date is prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseissuance.

Exercise. (a) This Warrant may must be exercised by the Registered Holder on or before the Termination Dateexercised, in whole or in part, (i) immediately prior to the time of the consummation of the first Change of Control (contemplated by surrendering clause (i) of such definition) following the date hereof or (ii) any time during the three (3) year period following the consummation of a Change of Control (contemplated by clause (ii) of such definition), in either case, by surrender of the Warrant to the Corporation at the address referred to in Section 9 hereof or such other place designated by the Corporation in writing delivered to the Holder, accompanied by a form of Warrant Exercise, in substantially the form attached as Annex A to this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at and accompanied by payment, in cash (including by wire transfer) or by certified or official bank check payable to the principal executive offices order of the Company, or at such other office or agency as Corporation in the Company may designate, accompanied amount obtained by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of multiplying (a) the number of Shares designated in such Warrant Exercise by (b) the Exercise Price (as defined below), and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Shares purchased upon such exercisedetermined as provided in Section 4 hereof. The "Corporation shall deliver written notice to any Holder at least 10 business days prior to the anticipated date of consummation of any Change of Control and any exercise thereby of this Warrant Price" shall initially be $2.23 and from time to time shall be conditional upon the consummation of the transaction described in any such amount adjusted in accordance with Section 2 hereofnotice. (b) Each exercise of this a Warrant under Section 2(a) hereof shall be deemed to have been effected immediately prior to the close Change of business on Control, and at such time the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons party in whose name or names any certificates certificate for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesthereof. (c) As soon as practicable after the each exercise of this Warrant a Warrant, in full whole or in part, and in any event within twenty part (20but no later than five (5) business days thereafter), the Company, at its expense, Corporation will cause to be issued in the name of, of and delivered toto the Holder, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may directfollowing: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. (a) This Subject to compliance with all applicable securities laws, this Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part, at any time or from time to time, on any business day commencing on the earlier of (i) the closing (or first closing if multiple closings) of the Financing, (ii) August 31, 1997, or (iii) immediately prior to a Terminating Transaction under Section 12 (such date being herein referred to as "Commencement Date") and before the Expiration Date, for up to the Maximum Number of Purchasable Shares by surrendering this WarrantWarrant at the principal office of the Company at 457 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite E, Sunnyvale, California 94086, with the purchase subscription form appended attached hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices Holder, and payment, in cash and/or cancellation of bona fide indebtedness of the Company, or at such other office or agency as Company to the Company may designate, accompanied by payment in full, in lawful money of the United StatesRegistered Holder, of an amount equal to the product obtained by multiplying (i) the number of shares of Warrant Stock to be purchased by the Registered Holder by (ii) the Warrant Price payable or adjusted Warrant Price therefor, if applicable, as determined in respect accordance with the terms hereof. Upon a partial exercise of this Warrant: (i) the Maximum Purchasable Number of Shares immediately prior to such partial exercise shall be reduced by the number of shares of Warrant Shares Stock purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant, and (ii) this Warrant shall be surrendered by the Registered Holder and replaced with a new Warrant of like tenor with respect to which the new Maximum Purchasable Number of Shares Amount is the former Maximum Purchasable Number of Shares Amount as so reduced. This Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day date of its surrender for exercise as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on which this Warrant shall have been surrendered to such date. As soon as practicable on or after such date, the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, shall issue and deliver to the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed entitled to have become receive the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) same a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number whole shares of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder Stock issuable upon such exercise.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit EXHIBIT I duly executed by the such Registered Holder or by such Registered ▇▇▇▇▇▇'s duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the such Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise For purposes of this Warrant Agreement, the Option Shares shall be deemed to "Nonvested Shares" unless and until they have been effected immediately prior to become "Vested Shares." The Option shall in all events terminate at the close of business on the tenth (10th) anniversary of the Grant Date (the "Term"). Subject to other terms and conditions set forth herein, the Option may be exercised in cumulative installments as follows: Option Shares shall constitute Vested Shares once they are exercisable. Subject to the relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. No less than 100 Vested Shares may be purchased at any one time unless the number purchased is the total number of Vested Shares at that time purchasable under the Option. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. Notwithstanding any other provision to the contrary in this Agreement or Section 8(c) of the Plan, as of the business day immediately preceding a Change in Control, all Nonvested Shares shall become Vested Shares and the Option shall be exercisable until the earlier to occur of (i) the end of the Term, or (ii) the dates specified in Sections 2(f) and 2(g) of this Agreement. Change in Control means the event that is deemed to have occurred if: (A) the Company shall not be the surviving entity in any merger or consolidation (or survives only as a Subsidiary of an entity other than a previously wholly-owned subsidiary of the Company), (B) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of the Company), (C) the Company is to be dissolved and liquidated, or (D) any person or entity, including a "group" as contemplated by Section 13(d)(3) of the Exchange Act (other than any stockholder or holder of warrants or options to acquire capital stock of the Company on which this Warrant the date hereof), acquires or for the first time controls or is able to vote (directly or through nominees of beneficial ownership) after the date hereof (other than as the direct result of a transfer by descent or distribution of a decedent's estate) fifty percent (50%) or more of the deemed issued and outstanding stock of the Company having power ordinarily to vote for directors of the Company (on a fully-diluted, as converted basis). Any exercise by you of the Option shall have been surrendered be in writing addressed to the Secretary of the Company at its principal place of business. Exercise of the Option shall be made by delivery to the Company by you (or other person entitled to exercise the Option as provided hereunder) of an executed "Notice of Exercise of Option and Record of Stock Transfer", in subsection 1(a) above (the “Exercise Date”). At such timeform attached hereto as Exhibit A and incorporated herein by reference, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record and payment of the Warrant Shares represented by such certificates. (c) As soon as practicable after aggregate purchase price for shares purchased pursuant to the exercise exercise. Payment of this Warrant in full or in partthe Exercise Price may be made at your election, and in any event within twenty (20) days thereafter, with the approval of the Company, in cash, by certified or official bank check or by wire transfer of immediately available funds, by delivery to the Company of a number of shares of Stock having a fair market value as of the date of exercise equal to the Exercise Price, or any other consideration approved by the Company. The Committee may, at its expensesole option, will cause deny you your request to pay the Exercise Price with any consideration other than cash, certified or official bank check or wire transfer. In the event the Committee subsequently determines that the aggregate fair market value (as defined above) of Stock or any other consideration delivered as payment of the Exercise Price is insufficient to pay the entire Exercise Price, then you shall pay to the Company, immediately upon the Committee's request, the amount of the deficiency in the form of payment requested by the Committee. In the event that you shall cease to be issued employed by the Company or any Subsidiary or parent thereof for any reason other than disability or death, the Option may only be exercised within 90 days after the date on which you ceased to be so employed (or within the remainder of the term specified in Section 2(a) above, if shorter), and only to the same extent that you were entitled to exercise the Option on the date on which you ceased to be so employed and had not previously done so. In the event that you shall cease to be employed by the Company or any Subsidiary or parent thereof due to death or disability, the Option may be exercised within one year of the date you ceased to be employed (or within the remainder of the term specified in Section 2(a) above, if shorter), and only to the same extent that you were entitled to exercise the Option on the date on which you ceased to be so employed and had not previously done so. If you are on leave of absence for any reason, the Company may, in its sole discretion, determine that you will be considered to still be in the name of, and delivered to, the Registered Holder, employ of or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates providing services for the number of Warrant Company, provided that rights to the Option Shares will be limited to the extent to which those rights were earned or vested when the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant leave or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseabsence began.

Exercise. (a) This Warrant may For purposes of this Option Agreement, the Option Shares shall be exercised by deemed "Nonvested Shares" unless and until they have become "Vested Shares." Except as otherwise 2 provided in Section 3, the Registered Holder Option Shares shall become "Vested Shares" with respect to 20% of the Option Shares, on or before the Termination first anniversary of the Grant Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices and 1/60th of the CompanyOption Shares shall vest on the last day of each calendar month thereafter, or at such other office or agency as so that all of the Option Shares shall be vested 60 months after the Grant Date, provided that vesting shall cease upon your ceasing to be an employee of the Company may designate, accompanied by payment or a Related Entity as expressly provided in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 3 hereof. (b) Each Subject to the relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of this Warrant shall be deemed to have been effected immediately the applicable number of Vested Shares at any time prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record termination of the Warrant Option pursuant to this Option Agreement. In no event shall you be entitled to exercise the Option for any Nonvested Shares represented by such certificatesor for a fraction of a Vested Share. (c) As soon as practicable after The unexercised portion of the exercise of this Warrant in full or in partOption, if any, will automatically, and in any event within twenty without notice, terminate and become null and void upon the expiration of six (206) days thereafteryears from the Grant Date; provided, however, if on the Grant Date you own stock of the Company, or any Related Entity, possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Related Entity, such Option shall become null and void upon the expiration of five (5) years from the Grant Date. (d) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its expense, will cause principal place of business (a copy of the form of exercise to be issued used will be available upon written request to the Secretary), and shall be accompanied by a certified or bank check payable to the order of the Company in the name offull amount of the Exercise Price of the shares so purchased, or in such other manner as described in the Plan and delivered toapproved by the Committee. The terms and provisions of the employment agreement, if any, between you and the Company or any Related Entity (the "Employment Agreement") that relate to or affect the Option are incorporated herein by reference. Notwithstanding the foregoing provisions of this Section 2, in the event of any conflict or inconsistency between the terms and conditions of this Section 2 and the terms and conditions of the Employment Agreement, the Registered Holder, or as such Holder (upon payment by such Holder terms and conditions of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder Employment Agreement shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisecontrolling.

Exercise. (a) This Warrant warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by by: (i) surrendering this Warrant, with the purchase form appended hereto as Exhibit I (the “Exercise Form”) completed to reflect an exercise for cash and duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; or (ii) surrendering this Warrant, with the Exercise Form completed to reflect a cashless exercise and duly executed by the Registered Holder 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. The "If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock, then, effective immediately prior to the closing of the sale of such shares by the Company pursuant to such public offering, this Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted deemed to be automatically exercised in accordance with full, without any further action taken by the holder hereof, by means of a cashless exercise pursuant to Section 2 l (a)(ii) hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1 (c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 30 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may directdirect on the Exercise Form delivered at the time of exercise of this Warrant: (i) in the event of a cash exercise pursuant to Section 1 (a)(i), a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; (ii) in the event of a cashless exercise pursuant to Section 1 (a)(ii) hereof, a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise computed using the following formula plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof: X = Y(A-B) A Where: X = the number of Warrant Shares to be issued; Y = the number of shares of Common Stock as to which the Registered Holder exercised the Warrant; A = Fair Market Value per share of Common Stock at the time of exercise of the Warrant (determined pursuant to Section 3 hereof); B = Purchase Price in effect at the time of exercise of the Warrant; and (iiiii) in case either such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by as to which the Registered Holder upon such exerciseexercised the Warrant.

Exercise. (a) This Warrant If (and only if) the Option becomes vested with respect to Option Shares under Section 2 of this Agreement, the Option may be exercised by at any time during the Registered Holder period beginning on the Vesting Date and ending on the 60th day following the Vesting Date (the “Exercise Period”) with respect to such vested Option Shares. The Option may be exercised for all or before the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices less than all of the CompanyOption Shares as to which the Option has so vested under such Section 2, and there may be more than one exercise occurring during the Exercise Period (provided that the sum of such exercises may not be for more than the number of Option Shares so vested). To exercise the Option, Executive must deliver to ▇▇▇▇▇ at his principal office address or at such other office address as ▇▇▇▇▇ may direct, one or agency more written notices of exercise during the Exercise Period. Each such notice (an “Exercise Notice”) shall (i) be signed by Executive’s or by Executive’s permitted successor as provided in Section 8 of this Agreement, (ii) state the Company number of Option Shares with respect to which the Option is being exercised, (iii) contain such representations as ▇▇▇▇▇ may designaterequire pursuant to Section 9 of this Agreement, and (iv) unless otherwise agreed to by ▇▇▇▇▇, either (A) be accompanied by payment in full, in lawful money full of the United States, aggregate Exercise Price of the Warrant Price such Option Shares by bank cashiers check payable to ▇▇▇▇▇’▇ order and by payment in respect full of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with any amounts required under Section 2 hereof. (b) Each exercise 5 of this Warrant shall be deemed to have been effected immediately prior Agreement by bank cashiers check payable to the close of business on the day on which this Warrant shall have been surrendered Corporation’s order or (B) be accompanied by a Netting Notice pursuant to the Company as provided in subsection 1(a) above (the “Exercise Date”Section 4(b). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full Exercise Notice has been received by Berry, Berry shall cause the Corporation to issue to Executive (or in part, and in any event within twenty (20to such permitted successor) days thereafter, the Company, at its expense, will cause to be issued a certificate registered in the name ofof Executive (or such permitted successor) representing the number of Option Shares so purchased subject to the reduction provided in Section 4(b) if a Netting Notice is delivered by Executive. (b) In lieu of paying by means of bank cashiers checks the aggregate Exercise Price of the Option Shares as to which the Option is being exercised and any amounts required under Section 5 of this Agreement with respect to such exercise, and delivered to, the Registered Holder, Executive (or Executive’s permitted successor as such Holder (upon payment by such Holder provided in Section 8 of any applicable transfer taxesthis Agreement) may direct: deliver to ▇▇▇▇▇ along with the Exercise Notice a notice that Executive elects to satisfy payment of such Exercise Price and obligations under Section 5 through the netting permitted by this Section 4(b) (a “Netting Notice”). If a Netting Notice is so timely delivered by Executive (or such permitted successor), Executive shall receive from ▇▇▇▇▇ upon exercise of the Option that number of Option Shares with an aggregate fair market value equal to the amount by which the aggregate fair market value of the Option Shares for which the Option is being exercised exceeds the sum of (i) a certificate or certificates the aggregate Exercise Price of the Option Shares for which the number Option is being exercised and (ii) the sum of Warrant the amounts required to be paid by Executive pursuant to Section 5 of this Agreement with respect to such exercise. For purposes of this Section 4(b), the fair market value of Option Shares as to which the Registered Holder Option is being exercised shall be entitled upon the fair market value of such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated Option Shares as of the date hereofExecutive (or such permitted successor) delivers the Exercise Notice accompanied by the Netting Notice to ▇▇▇▇▇ (the “Valuation Date”), determined by taking into account the minority status and illiquid status of like tenorsuch Option Shares as applicable. Unless otherwise agreed in writing by ▇▇▇▇▇ and Executive (or such permitted successor), calling such fair market value shall be determined by appraisal. The appraiser shall be selected by written agreement of Executive (or such permitted successor) and ▇▇▇▇▇. If no such agreement is reached by the 30th day after the Valuation Date, then each of Executive (or such permitted successor) and ▇▇▇▇▇ shall appoint one appraiser by the 10th day following the end of such 30-day period, and the two appraisers so appointed shall then jointly designate a qualified person to perform the appraisal. The appraiser shall provide Executive (or such permitted successor) and ▇▇▇▇▇ with a written draft of the appraiser’s determination of the fair market value of such Option Shares for their written comment by the 40th day following the date of the appraiser’s appointment pursuant to the preceding paragraph. Each such person receiving the draft shall have 20 days from the end of such 40-day period in which to deliver any written comments on the draft to the appraiser; any such written comments shall also be delivered by the commenting party at the same time to the other party. By the 30th day after the end of such 20-day period, the appraiser shall submit the appraiser’s final written determination of the fair market value of such Option Shares to Executive (or such permitted successor) and ▇▇▇▇▇. Such determination of the fair market value of such Option Shares by the appraiser shall be conclusive and binding on all persons and entities unless the objecting party establishes either patent mathematical error in the aggregate appraisal or the existence of actual fraud on the face part of any person or faces thereof for entity in the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number making either of such shares called for determination or of the books and records on which such determination is based; in either case that materially affects the face of this Warrant minus the number fair market value of such shares purchased Option Shares as determined by the Registered Holder upon such exerciseappraiser. The appraiser’s fees and expenses shall be borne by Executive.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the such Registered Holder Holder, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(aSection 2(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(dSection 2(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 4 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise. (d) The Company shall be responsible for any and all taxes arising from the granting and/or exercise of this Warrant (other than taxes on the transfer of this Warrant or on the income of the Registered Holder), including, but not limited to, all documentary and stamp taxes.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the such Registered Holder Holder, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of shares of Warrant Shares Stock purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares Stock shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares Stock represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 10 days thereafter, the Company, Company at its expense, expense will cause to be issued in the name of, and delivered to, the Registered Holder, or or, subject to the terms and conditions hereof, as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares Stock to which the such Registered Holder shall be entitled upon such exercise; exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Shares Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseexercise as provided in subsection 1(a) above.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “"Exercise Date”"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. (a) This Subject to the conditions set forth herein, this Warrant may be exercised by the Registered Holder is exercisable at any time on or before after March 1, 2002 and prior to the Termination Date, Expiration Date with respect to all or any part of the shares of Common Stock set forth in whole or in part, by surrendering 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 purchase form appended hereto as Exhibit I duly executed by Certificate of Designations establishing and fixing the Registered Holder at the principal executive offices rights and preferences of the Company's Series A Convertible Preferred Stock) shall have been consummated prior to March 1, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise2002. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise Any unexercised portion of this Warrant shall be terminate on the Expiration Date. The Company agrees that the shares of Common Stock purchased under this Warrant shall be, and are deemed to have been effected immediately prior be, issued to the Holder hereof as the record owner of such shares as of the close of business on the day date on which (a) this Warrant shall have been surrendered to surrendered, properly endorsed, (b) the Company as provided in subsection 1(a) above (the “Exercise Date”). At such timecompleted, the person or persons in whose name or names any certificates for Warrant Shares executed Form of Subscription and Form of Investment Representation, if applicable, shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. been delivered and (c) As soon as practicable after full payment of the Stock Purchase Price in respect of such exercise of this Warrant shall have been made in full cash or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as check for such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates shares. Certificates for the number shares of Warrant Shares Common Stock so purchased, together with any other securities or property to which the Registered Holder shall be hereof is entitled upon such exercise; and (ii) in , 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 such exercise is in part onlyof a purchase of less than all the shares of Common Stock which may be purchased under this Warrant, the Company shall cancel this Warrant and promptly execute and deliver a new warrant Warrant or warrants (dated the date hereof) Warrants of like tenor, calling tenor for the balance of the shares of Common Stock purchasable under the Warrant 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 aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number name of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseHolder.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day (the "Exercise Date") on which this Warrant shall have been surrendered to the Company as provided in subsection 1(al(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(dl(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the such Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. (a) This Subject to the requirements of Section 4, this Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, or with an equal principal amount the Company's 6% Subordinated Notes due September 1, 2001, of the Warrant Purchase Price payable in respect of the number of shares of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(al(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares warrant shares shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) as the Holder may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the such Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 2 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of or this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseexercise as provided in subsection l(a) above.

Exercise. (a) This Warrant may be exercised by one or more times, in whole or minimum increments of 10,000 shares (or the Registered Holder balance of the Warrant), on any business day on or before the Termination Date, in whole or in part, expiration date listed above by surrendering this Warrant, with presentation and surrender hereof to the purchase form appended hereto as Exhibit I duly executed by Corporation at its principal office of a written exercise request and the Registered Holder at the principal executive offices payment of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, Exercise Price in lawful money of the United StatesStates of America in the form of a wire transfer or certified or official bank check for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Price Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Corporation shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. The Corporation shall pay any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect of the number issue or delivery of the Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereofShares. (b) Each exercise At any time during the period from issuance to expiration of this Warrant shall be deemed to have been effected immediately prior to (the close "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of business on 25,000 shares (a "Warrant Exchange"), into the day on which number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant shall have been surrendered to at the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders principal office of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expenseaccompanied by a written notice stating such Holder's intent to effect such exchange, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received by the Company or such later date as may be specified in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall be entitled upon such exercise; and issued as of the Exchange Date and delivered to the Holder within ten (10) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number quotient obtained by dividing (A) the product of such shares called the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall be the average closing sales price for on the face of this Warrant minus 5 trading day period prior to the number of such shares purchased by the Registered Holder upon such exerciseExchange Date.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially Purchase Price may be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereofpaid by cash, check or wire transfer. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company (the "Exercise Date") as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (iA) a certificate or certificates for the number of full Warrant Shares to which the such Registered Holder shall be entitled upon such exercise; and (iiB) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. (a) This Each Warrant may be exercised by the Registered Holder thereof at any time on or before after the Termination Initial Exercise Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of but not after the Warrant Price payable Expiration Date, upon the terms and subject to the conditions set forth herein and in respect of the number of applicable Warrant Shares purchased upon such exerciseCertificate. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this A Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, Date and the person or persons in whose name or names any certificates for Warrant Shares shall be issuable entitled to receive the securities deliverable upon such exercise as provided in subsection 1(d) below shall be deemed to have become treated for all purposes as the holder or holders of record those securities upon the exercise of the Warrant Shares represented by such certificates. (c) 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 this a Warrant and shall notify the Company in full or in partwriting of the exercise of the Warrants. Promptly following, and in any event within twenty (20) five days thereafterafter the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, at its expense, will shall cause to be issued in the name of, and delivered toby the Transfer Agent, to the Registered Holderperson or persons entitled to receive the same, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled securities deliverable upon such exercise; and, (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 ▇▇▇▇▇ or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. 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, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) If, at the Exercise Date in respect of the exercise of any Warrant after , 1997, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in case writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such exercise is rule or any successor rule may be in part onlyeffect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a new warrant fee of 5% (the "▇▇▇▇▇ Fee") of the Purchase Price to ▇▇▇▇▇ (of which a portion may be reallowed by ▇▇▇▇▇ to the dealer who solicited the exercise, which may also be ▇▇▇▇▇ or warrants (dated ▇.▇. ▇▇▇▇▇ & Co., Inc.). In the event the ▇▇▇▇▇ Fee is not received within five days of the date hereofon which the Company receives Warrant Proceeds, then the ▇▇▇▇▇ Fee shall begin accruing interest at an annual rate of prime plus four (4)%, payable by the Company to ▇▇▇▇▇ at the time ▇▇▇▇▇ receives the ▇▇▇▇▇ Fee. Within five days after exercise the Warrant Agent shall send to ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, ▇▇▇▇▇ and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of ▇▇▇▇▇. (c) In order to enforce the provisions of like tenorSection 4(b) above, calling in the aggregate on event there is any dispute or question as to the face amount or faces thereof payment of the ▇▇▇▇▇ Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the number purpose of depositing the entire amount of the ▇▇▇▇▇ Fee, which amount will be deducted from the net Warrant Shares equal (without giving effect Proceeds to any adjustment therein) be paid to the number of such shares called for on Company. The funds placed in the face of this Warrant minus escrow account may not be released to the number of such shares purchased Company without a written agreement from ▇▇▇▇▇ that the required ▇▇▇▇▇ Fee has been received by the Registered Holder upon such exercise▇▇▇▇▇.

Exercise. (a) This Warrant Subject to the limitations contained herein, the Optionee may be exercised by exercise the Registered Holder on or before Option granted hereunder to purchase shares of Option Stock according to the Termination Date, vesting schedule set forth in whole or in part, by surrendering this Warrant, with the purchase form appended Annex A hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, following terms and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may directconditions: (i) Once a certificate portion of the Option becomes exercisable, it shall continue to be exercisable until the Expiration Date or certificates the termination of such Option rights under this Agreement; (ii) Optionee may elect to purchase Option Stock only once during any calendar quarter; (iii) The Option may be exercised with respect to whole shares only and not fractional shares; (iv) The Option shall be exercised by giving written notice to the Corporation in compliance with Paragraph 13 of this Agreement. Such notice shall be in the form of a Subscription Agreement to be supplied by the Corporation and shall state the number of shares with respect to which the Option is being exercised and shall specify a date which shall not be less than fifteen (15) nor more than thirty (30) days after the date of such notice as the date on which the shares of Option Stock will be taken up and payment made therefor. Payment in full for the number of Warrant Shares shares to which be transferred to the Registered Holder Optionee pursuant to the exercise or partial exercise of the Option shall be entitled upon such exercise; and (ii) made in case such exercise is the form of cash, bank check or in part only, a new warrant or warrants (dated whole shares of Common Stock of the Corporation based on the fair market value on the date hereofof exercise (or any combination thereof) at the principal office of like tenorthe Corporation. If any law or regulation requires the Corporation to take any action with respect to the sale of shares specified in such notice, calling in the aggregate on date of exercise of the face or faces thereof Option and the delivery of shares and payment therefor shall be extended for the number of Warrant Shares equal (without giving effect period necessary to any adjustment therein) to the number of take such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseaction.

Exercise. (1) Subject to the limitations set forth in this Article 4 and except as otherwise provided in Section 4.7(3): (a) This Warrant the Series I Warrants shall become exercisable and may be exercised by the Registered Holder Series I Warrantholder at any time on and after the date (the “Series I Exercise Date”) on which the Current Market Price for the Common Shares, which for purposes of this Section 4.1(1) shall be determined only pursuant to clause (a) of the definition of Current Market Price in Section 1.1, reaches or before exceeds U.S.$13.00, subject to adjustment as set forth herein (such price as adjusted being the Termination Date“Series I Threshold Price”), in whole up to the Expiry Time, upon payment made by or in part, by surrendering this Warranton behalf of the Series I Warrantholder to the Corporation of the Exercise Price, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices a confirmation of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money attainment of the United States, Series I Threshold Price to be conclusively evidenced by a certificate of the Corporation provided to the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted Agent in accordance with Section 2 hereof.5.4; and (b) Each exercise the Series II Warrants shall become exercisable and may be exercised by the Series II Warrantholder at any time on and after the date (the “Series II Exercise Date”) on which the Current Market Price for the Common Shares, which for purposes of this Section 4.1(1) shall be determined only pursuant to clause (a) of the definition of Current Market Price in Section 1.1, reaches or exceeds U.S.$16.30, subject to adjustment as set forth herein (such price as adjusted being the “Series II Threshold Price”), up to the Expiry Time, upon payment made by or on behalf of the Series II Warrantholder to the Corporation of the Exercise Price, with a confirmation of the attainment of the Series II Threshold Price to be conclusively evidenced by a certificate of the Corporation provided to the Warrant Agent in accordance with Section 5.4. For greater certainty, (i) for purposes of this Section 4.1(1), if the Common Shares are not listed and posted on a stock exchange, quoted on a quotation system or traded in an over-the-counter market, the Current Market Price shall not be determined and shall be deemed to be equal to U.S.$0.00 for purposes of determining whether the applicable Exercise Date has occurred and whether the Warrants have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “and after that Exercise Date”). At such timeDate become exercisable, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise once the applicable Threshold Price is in part onlyattained as conclusively evidenced by the aforementioned certificate, a new warrant or warrants (dated the date hereof) of like tenor, calling in applicable Warrants shall remain fully exercisable by the aggregate on the face or faces holders thereof for the number of Warrant Shares equal (without giving effect to at any adjustment therein) and all times up to the number of such shares called for on Expiry Time even if the face of this Warrant minus Current Market Price does not remain at or falls below the number of such shares purchased by the Registered Holder upon such exercise.Threshold Price at any time thereafter, and (iii) except as otherwise provided in

Exercise. (a) This Warrant Subject to the provisions of this Agreement and the Plan, the Options granted hereby shall vest and become exercisable as set forth in paragraph (b) of this Section 2. To the extent exercisable, these Options may be exercised in whole or in part at any time and from time to time until fully exercised or until the Option expiration date set forth above or until these Options otherwise terminate under the Plan. (b) Section 8 of the Employment Agreement, which defines the five "Critical Milestones" taken from the Business Plan (as such term is defined in Section 6 of the Employment Agreement), is incorporated herein by reference with the same effect as if set forth in full in this paragraph (b). The Options granted hereby shall become vested and exercisable upon the attainment and satisfaction during the Term of either the Critical Milestones, as provided in clause (i) below, or the Financial Milestones, as provided in clause (ii) below. (i) Upon the satisfaction of any of the Critical Milestones, as determined by the Registered Holder Board of Directors of the Company, Options to purchase 380,000 shares shall become vested and exercisable. (ii) Upon the satisfaction of any Financial Milestone (as such term is defined in clause (iii) below, Options to purchase 600,000 shares shall become vested and exercisable. (iii) As used in this paragraph (b), the term "Financial Milestone" means the completion on an equity investment contemplated by the Business Plan in the Company and/or any wholly-owned subsidiary of the Company in the aggregate amount of Five Million Dollars ($5,000,000). Each Financial Milestone may be completed in one or before more transactions. The first Financial Milestone shall be measured from April 1, 2003, the Termination Datesecond Financial Milestone shall be measured from the completion of the first Financial Milestone, and the third Financial Milestone shall be measured from the completion of the second Financial Milestone. No Financial Milestone may be waived, in whole or in part, by surrendering this Warrantthe Board of Directors of the Company unless the Chairman of the Board, with in his sole discretion, shall have introduced a motion to the purchase form appended hereto Board of Directors for total or partial waiver of any Financial Milestone based on the on-going performance of Optionee as Exhibit I duly executed by the Registered Holder at the principal executive offices President and Chief Operating Officer of the Company, or at such other office or agency as the financial capability of the Company may designate, accompanied by payment in full, in lawful money and the timely satisfaction on budget of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereofeach Critical Milestone. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. (a) This Warrant Except as set forth in subsections (b) through (f) below, the Option shall vest and become exercisable as follows, provided that the Executive has not incurred a Termination of Employment prior to the vesting date: To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided above, the Option may thereafter be exercised by the Registered Holder on or before the Termination DateExecutive, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, any time or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted prior to the expiration of the Option as provided herein and in accordance with Section 2 hereof6.4(d) of the Plan, including, without limitation, by the filing of any written form of exercise notice as may be required by the Committee and payment in full of the Option Price multiplied by the number of shares of Common Stock underlying the portion of the Option exercised. Upon expiration of the Option, the Option shall be canceled and no longer exercisable. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date. The Committee may, in its sole discretion, provide for accelerated vesting of the Option at any time. (b) Each Upon death or Disability of the Executive, the Option shall become fully vested and exercisable. (c) In the event the Executive’s Service is terminated by the Company without Cause, shares shall immediately vest and become exercisable. (d) In the event of a change of Control in which the holders of the Company’s outstanding capital stock receive only cash in exchange for such capital stock, the Option shall become fully vested and exercisable immediately prior to such Change in Control. In the event of any other Change in Control, the unvested portion of the Option shall immediately become fully vested and exercisable upon (i) such Change in Control if such Change in Control occurs within three (3) months following any resignation by the Executive for “Good Reason” (as defined in the Letter Agreement) or a termination of the Participant’s service by the Company (or the successor thereto) without Cause, or (ii) any resignation by the Executive for Good Reason or termination of the Executive’s service by the Company (or the successor thereto) without Cause occurring twenty-four (24) months after such Change in Control and shall be exercisable in accordance with Section 5(b) below. . (e) In the event that the Executive engages in Detrimental Activity (as defined in Exhibit A hereto) prior to any exercise of this Warrant the Option, the Option shall thereupon terminate and expire. As a condition of the exercise of the Option, the Executive shall certify (or shall be deemed to have been effected immediately prior to certified) at the close time of business on the day on which this Warrant shall have been surrendered exercise in a manner acceptable to the Company that the Executive is in compliance with the terms and conditions of the Plan and that the Executive has not engaged in, and does not intend to engage in, any Detrimental Activity. In the event the Executive engages in Detrimental Activity during the one (1) year period commencing on the date any portion of the Option is exercised or becomes vested, the Company shall be entitled to recover from the Executive at any time within one (1) year after such exercise or vesting, and the Executive shall pay over to the Company, an amount equal to any gain realized as provided in subsection 1(a) above a result of the exercise (whether at the “Exercise Date”time of exercise or thereafter). At such time, the person or persons The foregoing provisions of this Section 3(e) shall cease to apply upon a Change in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesControl. (cf) As soon as practicable after Notwithstanding any other provision to the exercise contrary in this Agreement, any unvested portion of this Warrant in full or in partthe Option shall, upon such termination of the Executive’s Service, be non-exercisable and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisecanceled.

Exercise. (a) This Subject to the provisions hereof, this Warrant may be exercised by the Registered Holder on or before the Termination Date, hereof in whole or in part, by surrendering the surrender of this Warrant, together with the purchase form appended a Notice of Exercise attached hereto as Exhibit I duly executed by A, to the Registered Holder Company during normal business hours on any business day at the Company's principal executive offices of the Company, (or at such other office or agency as of the Company as it may designatedesignate by notice to the Holder) and upon (i) payment to the Company in cash, accompanied by payment in full, in lawful money certified or official bank check or by wire transfer for the account of the United States, Company of the Warrant Exercise Price payable for the Shares specified in respect the Notice of Exercise or (ii) if the resale of the number Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of Warrant 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 9(h) below) for the Shares purchased upon such exercisespecified in the Notice of Exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant Shares so purchased shall be deemed to have been effected immediately prior be issued to the Holder, or the Holder's designee, as the record owner of such shares, as of the close of business on the day date on which this Warrant shall have been surrendered surrendered, the Notice of Exercise shall have been duly delivered, and payment shall have been made for such Shares as set forth above. (b) Certificates for the Shares so purchased, representing the aggregate number of Shares specified in the Notice of Exercise, shall be delivered to the Company as provided in subsection 1(aHolder within three (3) above (business days after the “Exercise Date”)date on which this Warrant shall have been so exercised. At such time, the person or persons in whose name or names any The certificates for Warrant Shares so delivered shall be issuable upon in such exercise denominations as provided in subsection 1(d) below may be requested by the Holder and shall be deemed to have become registered in the holder name of such Holder or holders of record of the Warrant Shares represented such other name as shall be designated by such certificatesHolder. (c) As soon as practicable after the exercise of If this Warrant in full or shall have been exercised only in part, and in any event within twenty (20) days thereafterthen, unless this Warrant has expired, the CompanyCompany shall, at its expense, will cause at the time of delivery of such certificates, deliver to Holder a new Warrant representing the number of Shares with respect to which this Warrant shall not then have been exercised. (d) Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be issued entitled to exercise a number of Warrants (or portions thereof) in excess of the name of, and delivered to, number of Warrants (or portions thereof) upon exercise of which the Registered Holder, or as such Holder (upon payment by such Holder sum of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the Registered Holder determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be entitled upon such exercise; and (ii) determined in case such exercise is in part only, a new warrant or warrants (dated the date hereofaccordance with Section 13(d) of like tenorthe Securities Exchange Act of 1934, calling as amended, and Regulation 13D-G thereunder, except as otherwise provided in the aggregate on the face or faces thereof for the number of Warrant Shares equal clause (without giving effect to any adjustment thereini) hereof. Notwithstanding anything to the number of such shares called for contrary contained herein, the limitation on the face exercise of this Warrant minus set forth herein may not be amended without the number written consent of such shares purchased by the Registered Holder upon such exerciseholder hereof and the Company.

Exercise. (a) This Warrant Subject to Section 8, the Option shall be exercisable during Grantee’s lifetime only by Grantee. Subject to the provisions of Section 4(b) below, the Option may only be exercised by the Registered Holder on or before delivery to the Termination DateCompany of a written notice of such exercise (the “Exercise Notice”), which notice shall specify the number of Option Shares to be purchased (the “Purchased Shares”) and the aggregate Exercise Price for such shares; provided, however, that payment of such aggregate Exercise Price may be made, in whole or in part, by surrendering this Warrant, with one or more of the purchase form appended hereto as Exhibit I duly executed following means: (i) in full in cash or by check to the Registered Holder at the principal executive offices order of the Company, at or at such other office or agency as before the time the Company may designatedelivers the Option Shares; (ii) the recipient of the Option irrevocably authorizing a broker approved in writing by the Company to sell Option Shares to be acquired through exercise of the Option and remitting to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any federal and state withholding resulting from such exercise (a “Cashless Exercise”); provided, however, that, notwithstanding anything in this Agreement to the contrary, (A) the Company shall only deliver such Option Shares at or after the time the Company receives full payment for such Option Shares, (B) the exercise price for such Option Shares will be due and payable to the Company no later than one business day following the date on which the proceeds from the sale of the underlying Option Shares are received by the authorized broker, (C) in no event will the Company directly or indirectly extend or maintain credit, arrange for the extension of credit or renew any extension of credit, in the form of a personal loan or otherwise, in connection with a Cashless Exercise and (D) in no event shall the recipient of an Award enter into any agreement or arrangement with a brokerage or similar firm in which the proceeds received in connection with a Cashless Exercise will be received by or advanced to such recipient before the date the shares underlying the Award are delivered or released by the Company; and/or (iii) the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of their aggregate fair market value as of the day immediately preceding the date of exercise of the Option; provided, however, that such payment in full, in lawful money stock instead of cash shall not be effective and shall be rejected by the Company if (A) the Company is then prohibited from purchasing or acquiring such shares of Common Stock or (B) the right or power of the United Statesperson exercising the Option to deliver such shares in payment of said purchase price is subject to the prior interests of any other person (excepting the Company) as indicated by legends upon the certificate(s) or as known to the Company. If the Company rejects the payment in stock, the tendered Exercise Notice shall not be effective hereunder unless promptly after being notified of such rejection, the Warrant Price payable person exercising the Option pays the purchase price in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereofa form acceptable hereunder. (b) Each exercise Notwithstanding any provision of this Warrant shall be deemed to have been effected immediately prior Agreement to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may directcontrary: (i) a certificate or certificates payment of the aggregate Exercise Price for such shares and the number of Warrant Shares Grantee’s tax withholding obligation, if any, with respect to which the Registered Holder such shares shall be entitled upon such exercisedue the date the shares of Common Stock underlying the Option are delivered; and (ii) in case such exercise is in part only, a new warrant no event shall the Company issue or warrants (dated deliver the date hereof) of like tenor, calling in Option Shares before the aggregate on the face or faces thereof Company receives payment for the number of Warrant Option Shares equal (without giving effect pursuant to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseSection 4.

Exercise. (ai) This Warrant may be exercised Each Member desiring to accept the offer contained in the Participation Notice shall accept such offer by furnishing a written notice of such acceptance to the Registered Holder on or before Company within ten (10) days after the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices date of delivery of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of Participation Notice specifying the number of Warrant New Shares purchased upon (not to exceed the Participation Portion of the total number of New Shares to be included in the Post-Closing Issuance) which such exerciseMember desires to purchase or the amount of New Debt (not to exceed the Participation Portion of the total amount of New Debt to be issued in the Post-Closing Issuance) which such Member desires to purchase (each a “Participating Member”). The "Warrant Price" shall initially be $2.23 and from time to time shall be Each Member who does not accept such amount adjusted offer in accordance compliance with Section 2 hereof. (b) Each exercise of this Warrant the above requirements shall be deemed to have been effected immediately prior waived all of such Member’s rights to participate in such Post-Closing Issuance, and the Company shall thereafter be free to issue New Shares or New Debt, as the case may be, in such Post-Closing Issuance to the close of business on Participating Members, at the day on which this Warrant shall have been surrendered same per share price or pursuant to the Company same terms as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued set forth in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; andParticipation Notice. (ii) in case The acceptance of each Participating Member shall be irrevocable except as hereinafter provided, and each such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling Participating Member shall be bound and obligated to acquire in the aggregate on Post-Closing Issuance at the face or faces thereof for the same price per share such number of Warrant New Shares equal or such amount of New Debt as such Participating Member shall have specified in such Participating Member’s written commitment; provided, that such Participating Member’s commitment shall be revocable upon the occurrence of a material change, whether positive or negative, in the Company’s business, operations, condition (without giving effect financial or otherwise), assets, liabilities or prospects. Notwithstanding the foregoing, if the Company does not consummate the proposed sale of the New Shares or the issuance of New Debt, then each Participating Member shall be under no obligation to acquire any adjustment therein) to New Shares or loan any funds or acquire any debt securities in connection with the number issuance of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseNew Debt.

Exercise. (i) In order to exercise this Warrant with respect to all or any portion of the Warrant Shares during the times when the Warrant is exercisable (as described above), the Holder (or in the case of exercise after the Holder’s death, the Holder’s executor, administrator, heir or legatee, as the case may be) must take the following actions: (a) execute and deliver to the Company the Notice of Exercise in the form attached hereto as Exhibit “A” and incorporated herein by this reference (the “Notice of Exercise”), (b) agree to be bound by the terms and conditions of that Company’s Amended and Restated Registration Rights Agreement, dated as of September 19, 2017 (as such agreement may be amended, restated or otherwise modified from time to time, the “Registration Rights Agreement”) by executing and delivering to the Company a counterpart signature page to the Registration Rights Agreement, as well as such additional documents, instruments or agreements as the Company shall determine is reasonably necessary or appropriate in order to evidence or reflect any of the foregoing; and (c) pay the Exercise Price for the purchased Warrant Shares by either full payment, in cash or cash equivalents, or any other form which the Company may, in its sole and absolute discretion, approve at the time of exercise. Payment of the Exercise Price shall immediately become due and shall accompany the Notice of Exercise. (ii) This Warrant may also be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, through a cashless exercise, as described in this Section 2(ii). Notwithstanding any provisions herein to the contrary, if the fair market value of one Warrant Share is greater than the Exercise Price (at the date of calculation as set forth below), then in lieu of exercising this Warrant in cash, the Holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by surrendering surrender of this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder Warrant at the principal executive offices office of the Company, or at together with the properly endorsed Notice of Exercise and notice of such other office or agency as election, the Company may designateshall issue to Holder a number of Warrant Shares, accompanied by payment in full, in lawful money of computed using the United States, of the Warrant Price payable in respect of the following formula: Where X = The number of Warrant Shares purchased upon to be issued to the Holder Y = The number of Warrant Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise. calculation) A = The "fair market value of one Warrant Price" shall initially be $2.23 and from time Share (at the date of such calculation) B = Exercise Price (as adjusted to time the date of such calculation) For purposes of the above calculation, the fair market value of one Warrant Share as of a particular date shall be determined as follows: (y) if traded on a national securities exchange, the fair market value shall be deemed to be the volume weighted average trading price of the Warrant Shares on such amount adjusted exchange for the five (5) trading days immediately prior to the date of exercise indicated in accordance with Section 2 hereofthe Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); and (z) if traded over-the-counter only, the fair market value shall be deemed to be the average of the closing bid and asked prices over the five (5) trading days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise). If the Warrant Shares are not traded on the over-the-counter market or through a national securities exchange, this Warrant may be exercised by the Holder through a cashless exchange as described above but the fair market value per share of a Warrant Share shall be the price per share of a Warrant Share that the Company could obtain from a willing buyer for a Warrant Share sold by the Company as such price shall be determined in good faith by the Company’s Board of Directors. (biii) Each exercise of this This Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company date of its surrender for exercise as provided in subsection 1(a) above (the “Exercise Date”). At such timeabove, and the person or persons in whose name or names any certificates for entitled to receive the Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become treated for all purposes as the holder or holders of record of the such Warrant Shares represented by as of the close of business on such certificates. (c) As soon as practicable after date. In the exercise of event that this Warrant in full or is exercised in part, the Company will execute and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder deliver a new Warrant of any applicable transfer taxes) may direct: (i) a certificate or certificates like tenor exercisable for the number of Warrant Shares to shares for which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisemay then be exercised.

Exercise. (a) This a. Method of Exercise; Payment; Issuance of New Warrant. ---------------------------------------------------- Subject to Section 1 hereof, the purchase right represented by this Warrant may --------- be exercised by the Registered Holder on or before the Termination Dateholder hereof, in whole or in partpart and from time to time, by surrendering the surrender of this Warrant, Warrant (with the purchase notice of exercise form appended attached hereto as Exhibit I A duly executed by the Registered Holder executed) at the principal executive offices office of the Company, or at such other office or agency and, except --------- as otherwise provided for herein, by the payment to the Company may designate, accompanied by payment in full, in lawful money of an amount equal to the United States, of the then applicable Warrant Price payable in respect of multiplied by the number of Warrant Shares then being purchased upon such exercise(the "Warrant Shares Purchase Price"). The "Warrant Price" shall initially be $2.23 and from time to time Shares Purchase Price shall be payable (i) in cash, or (ii) by cancellation of such amount adjusted of loans made pursuant to the Amendment in accordance with Section 2 hereof. (ba principal amount plus accrued interest thereon equal to the Warrant Shares Purchase Price. The person or persons in whose name(s) Each any certificate(s) representing shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares shall be deemed to have been effected issued) immediately prior to the close of business on the day on date or dates upon which this Warrant shall have been surrendered is exercised if exercised prior to the Company as provided in subsection 1(a) above (the “Exercise Date”). At close of business on such timedate; otherwise, the person or persons in whose name or names date of record shall be the next business day. In the event of any exercise of the rights represented by this Warrant, certificates for Warrant Shares the shares of Common Stock so purchased shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed delivered to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As hereof as soon as practicable after the exercise of this Warrant in full or in part, possible and in any event within twenty thirty (2030) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case after such exercise is in part onlyand, unless this Warrant has been fully exercised (including without limitation, exercise pursuant to Section 2(b) ------------ below), a new warrant or warrants (dated Warrant representing the date hereof) portion of like tenorthe Warrant Shares, calling in the aggregate on the face or faces thereof for the number of if any, with respect to which this Warrant Shares equal (without giving effect to any adjustment therein) shall not then have been exercised shall also be issued to the number of holder hereof as soon as possible and in any event within such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisethirty (30)-day period.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering the surrender of this Warrant, Warrant (with the purchase form appended Notice of Exercise Form attached hereto as Exhibit I duly executed by the Registered Holder Holder) at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the Warrant then applicable Purchase Price payable in respect of multiplied by the number of Warrant Shares then being purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in providedin subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of the purchase right represented by this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, Company at its expense, expense will use its best efforts to cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct:; (i) a certificate or certificates for the number of full shares of Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate stating on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for currently stated on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseexercise as provided in subsection 1(a) above.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment (by wire transfer) in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day (the "Exercise Date") on which this Warrant shall have been surrendered to the Company as provided in subsection Section 1(a) above (the “Exercise Date”)above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below Registered Holder shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesShares. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 15 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such the Registered Holder of any applicable transfer taxes) may direct:): (i) a certificate or certificates for the whole number of duly authorized, validly issued, fully paid and non-assessable Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise. (d) Notwithstanding anything to the contrary in paragraph (a) above, upon exercise of this Warrant, in whole or in part, the Registered Holder may elect to receive a reduced number of Warrant Shares in lieu of tendering the Purchase Price in cash. In such case, the number of Warrant Shares to be issued to the Registered Holder shall be computed using the following formula: X = Y(A-B) ----- A X = the number of Warrant Shares to be issued to the Registered Holder; Y = the number of Warrant Shares for which the election to exercise is being made; A = the Market Price (as defined below) of one share of Common Stock, $0.01 par value per share, of the Company on the trading day immediately prior to the Exercise Date; and B = the Purchase Price.

Exercise. (a) This Subject to SECTION 1 hereof, the purchase right represented by this Warrant may be exercised by the Registered Holder on or before the Termination Datehereof, in whole or in partpart and from time to time after the Initial Exercise Date, by surrendering the surrender of this Warrant, Warrant (with the purchase notice of exercise form appended attached hereto as Exhibit I A duly executed by the Registered Holder executed) at the principal executive offices office of the Company, or at such other office or agency as Company and by the payment to the Company may designate, accompanied by payment in full, in lawful money of an amount equal to the United States, of the then applicable Warrant Price payable in respect of multiplied by the number of Warrant Shares purchased upon such exercisethen being purchased. The "Warrant Price" shall initially be $2.23 and from time to time person or persons in whose name(s) any certificate(s) representing shares of Common Stock shall be such amount adjusted in accordance with Section 2 hereof. (b) Each issuable upon exercise of this Warrant shall be deemed to have become the Holder(s) of record of, and shall be treated for all purposes as the record Holder(s) of, the shares represented thereby (and such shares shall be deemed to have been effected issued) immediately prior to the close of business on the day on date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of stock so purchased shall have been surrendered be delivered to the Company Holder hereof as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, possible and in any event within twenty (20) 30 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case after such exercise is in part onlyand, unless this Warrant has been fully exercised, a new warrant or warrants (dated Warrant representing the date hereof) portion of like tenorthe Warrant Shares, calling in the aggregate on the face or faces thereof for the number of if any, with respect to which this Warrant Shares equal (without giving effect to any adjustment therein) shall not then have been exercised shall also be issued to the number of Holder hereof as soon as possible and in any event within such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise30-day period.

Exercise. (a) This Warrant may be exercised by Each Tag Along Offeree desiring to accept the Registered Holder on or before offer contained in the Termination Date, in whole or in part, by surrendering this Warrant, with Tag Along Notice shall send a written commitment to the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of Proposed Seller specifying the number of Warrant Shares purchased upon (not in any event to exceed the Sale Percentage of the total number of Shares held by such exerciseTag Along Offeree) which such Tag Along Offeree desires to have included in the Sale within fifteen (15) days after the effectiveness of the Tag Along Notice (each a "Participating Seller"). The "Warrant Price" shall initially be $2.23 and from time to time shall be Each Tag Along Offeree who has not so accepted such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant offer shall be deemed to have been effected immediately waived all of his or her rights with respect to the Sale, and the Proposed Seller and the Participating Sellers shall thereafter be free to Sell to the Proposed Buyer, at a price no greater than the maximum price and no less than the minimum price set forth in the Tag Along Notice and otherwise on terms not more favorable in any material respect to them than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Offerees. If, prior to consummation, the close terms of business such proposed Sale shall change with the result that the price shall be greater than the maximum price set forth in the Tag Along Notice or the other terms shall be more favorable to a Participating Seller in any material respect than as set forth in the Tag Along Notice, it shall be necessary for a separate Tag Along Notice to have been furnished, and the terms and provisions of this Section 7 separately complied with, in order to consummate such proposed Sale pursuant to this Section 7; provided, however, that in the case of such a separate Tag Along Notice, the applicable period referred to in Section 7.1.1 shall be 10 days and the applicable period referred to above in this Section 7.1.2 shall be 5 days. The acceptance of each Participating Seller shall be irrevocable except as hereinafter provided, and each such Participating Seller shall be bound and obligated to Sell in the Sale, on the day on which same terms and conditions specified in the Tag Along Notice with respect to each Share, as the Proposed Seller (subject to all of the provisions of this Warrant Agreement), such number of Shares and as such Participating Seller shall have been surrendered specified in such Participating Seller's written commitment. In the event the Proposed Seller shall be unable (otherwise than by reason of the circumstances described in Section 7.2) to obtain the inclusion in the Sale of all Shares which the Proposed Seller and each Participating Seller desires to have included in the Sale (as evidenced in the case of the Proposed Seller by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller's written commitment), the number of Shares to be sold in the Sale by the Proposed Seller and each Participating Seller shall be reduced on a pro rata basis according to the Company proportion which the number of Shares which each such Seller desires to have included in the Sale bears to the total number of Shares desired by all such Sellers to have included in the Sale. If at the end of the ninetieth (90th) day following the date of the effectiveness of the Tag Along Notice the Proposed Seller has not completed the Sale as provided in subsection 1(a) above (the “Exercise Date”). At such timeforegoing provisions of this Section 7.1, each Participating Seller shall be released from his or her obligations under his or her written commitment, the person or persons in whose name or names any certificates for Warrant Shares Tag Along Notice shall be issuable upon such exercise as provided in subsection 1(d) below null and void, and it shall be deemed necessary for a separate Tag Along Notice to have become been furnished, and the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise terms and provisions of this Warrant Section 7 separately complied with, in full or in partorder to consummate such Sale pursuant to this Section 7, and unless the failure to complete such Sale resulted from any failure by any Tag Along Offeree to comply in any event within twenty (20) days thereafter, material respect with the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face terms of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseSection 7.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination Dateexercised, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices office of the Company, or at such other office or agency with the election to exercise notice form (the "Election to Exercise Notice") attached hereto as the Company may designateExhibit A duly executed, accompanied and by payment paying in full, in lawful money of the United States, of full the Warrant Price payable for each share of Common Stock as to which this Warrant is exercised and any applicable taxes, other than taxes that the Company is required to pay hereunder. Such payment may be (i) in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted cash or by bank check or (ii) as provided in accordance with either Section 2 hereof2.02(g) or Section 2.02(h). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, at its expense, will Company shall cause to be issued in to or upon the name of, and delivered to, order of the Registered Holder, or as such Holder (upon payment by such Holder holder of any applicable transfer taxes) may direct: (i) this Warrant a certificate or certificates for the number of Warrant Shares full shares of Common Stock to which it is entitled, registered in such name or names as may be directed by it. (c) Notwithstanding anything contained herein to the Registered Holder contrary, the Company shall not be required to issue any fraction of a share in connection with the exercise of this Warrant, but in any case where the holder hereof would, except for the provisions of this Section 2.02, be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated under the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face terms of this Warrant minus to receive a fraction of a share upon the exercise hereof, the Company shall, upon the exercise of this Warrant and receipt of the Warrant Price, issue a certificate for the largest number of full shares of Common Stock then called for hereby and pay a sum in cash equal to the market value of such fraction of a share (based upon the most recent closing market price of the Common Stock on the NASDAQ National Market System). The Registered Stockholder by its acceptance of this Warrant expressly waives its right to receive any fraction of a share. (d) All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and non-assessable, and the Company shall pay all taxes in respect of the issue thereof. (e) Each certificate for shares of Common Stock initially issued upon exercise of this Warrant, unless at the time of exercise such shares purchased by are registered under the Registered Holder upon such exercise.1933 Act, shall bear a legend substantially similar to the following, in addition to any other legends

Exercise. The Corporation shall send written notice of its exercise of the redemption right granted hereunder (the “Redemption Notice”) to the Investors not less than five (5) nor greater than fifteen (15) Business Days prior to the Redemption Date. The Redemption Notice shall state: (a) This Warrant may be exercised by that the Registered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices Corporation has elected to exercise its right to redeem all of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Redeemable Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time pursuant to time shall be such amount adjusted in accordance with Section 2 hereof.this Agreement; (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.Redemption Price; (c) As soon as practicable after the exercise date of this Warrant in full or in partthe Corporation’s payment of the Redemption Price (the “Redemption Date”), which shall be a Business Day selected by the Corporation not less than five (5) nor greater than fifteen (15) Business Days subsequent to the date of the Redemption Notice, and in any no event within twenty (20) days thereafterlater than October 1, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise2021; and (iid) confirmation that all of the conditions set forth in case such exercise is Section 7 of this Agreement have then been satisfied or waived in part onlyaccordance with the terms thereof (except for any conditions that by their nature can only be satisfied at the Closing). Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be permitted to either issue a new warrant or warrants Redemption Notice (dated the date hereof) of like tenoror, calling in the aggregate case of any of the following clauses (a), (b) or (c), such notice shall be automatically, without further action, notice or deed, revoked) or consummate a redemption of the Redeemable Shares under this Agreement if any of the following conditions exists: (a) the Corporation is then in material breach of (or has previously materially breached) any of the provisions of this Agreement or the Current Charter (it being understood that the failure to timely pay in full any dividends on the face Preferred Stock shall be deemed a material breach of the Current Charter), including without limitation, payment of all dividends on the Redeemable Shares; (b) the Corporation is at the time of delivering the Redemption Notice, or faces thereof at any time after delivering the Redemption Notice and on or prior to the Redemption Date, prohibited from redeeming for cash any of the number shares of Warrant Shares equal Preferred Stock by applicable law or the terms of any indebtedness, credit agreement, indenture or similar instrument of the Corporation or any of the Corporation Subsidiaries (without giving effect to any adjustment thereinwaiver thereof, unless such waiver is irrevocable and has been obtained prior to the delivery of the Redemption Notice without the payment of any material fees) to which the number Corporation or any the Corporation Subsidiaries is a party; or (c) any of such shares called for on the face conditions set forth in Section 7 of this Warrant minus Agreement have not been (or shall cease to be) duly satisfied or waived in accordance with the number of such shares purchased terms thereof (except for any conditions that by their nature can only be satisfied at the Registered Holder upon such exerciseClosing).

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part, by ▇▇▇▇▇▇▇▇ surrendering this Warrant, along with the purchase form appended hereto as Exhibit I A duly executed and completed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designatedesignate by notice in writing to the Registered Holder, accompanied by payment in fullcash or certified cashier’s check payable to the Company (or wire transfer of immediately available funds), in lawful money of the United States, of the Warrant Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant exercise (the “Aggregate Exercise Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof”). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection Section 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(dSection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable Within ten (10) days after the date of exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafterWarrant, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) , a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise; andexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 2 hereof. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. (iid) The Company shall use its best efforts toassist and cooperate with the Registered Holder to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a registered public offering, a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such transaction or event in which case such exercise is in part only, a new warrant or warrants (dated shall not be deemed effective until the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number consummation of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisetransaction or event.

Exercise. This Option may be exercised during the term of the Option and to the extent set forth in Section 1.3., as follows: (a) This Warrant Exercise may be exercised effected by the Registered Holder on or before the Termination Date, in whole or in part, by surrendering surrender of this WarrantOption, with the purchase form appended hereto as Exhibit I of subscription at the end hereof duly executed by the Registered Holder at the principal executive offices of the CompanyHolder, or at such other office or agency as to the Company may designateat 42▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, accompanied by payment in fullcash 2 or by wire transfer to the Company, in lawful money of the United States, of the Warrant Price payable in respect of amount obtained by multiplying the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder exercised (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment thereinherein) by the Exercise Price, as adjusted. Such shares shall be issued as of the date of surrender of the Option and payment of the exercise price. In case such Shares have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), the Company may also require that such Holder furnish to the Company a written statement that such Holder is purchasing such Shares for such Holder's own account for investment and not with a view toward distribution thereof, and that none of such Shares will be sold or otherwise distributed in violation of the provisions of the 1933 Act; and (b) Exercise may be effected by exchange of the Option in whole or in part from time to time (an "Option Exchange"), into the number of Shares determined in accordance with this Section (b), by surrendering this Option to the Company, accompanied by a notice stating such shares called for on the face of this Warrant minus Holder's intent to effect such exchange, the number of Shares to be exchanged and the date on which the Holder requests that such shares purchased Option Exchange occur (the "Notice of Exchange"). The Option Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Registered Holder Company (the "Exchange Date"). Certificates for the shares issuable upon such Option Exchange and, if applicable, a new Option of like tenor evidencing the balance of the shares remaining subject to this Option after deducting the number of Shares surrendered in such Option Exchange, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) business days following the Exchange Date. In connection with any Option Exchange, this Option shall represent the right to acquire the number of Shares (rounded to the next highest integer) equal to (i) the number of Shares surrendered (the "Total Number") specified by the Holder in its Notice of Exchange less (ii) the number of Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall have the meaning set forth Section 3.1(a)(iv) below, except that for purposes hereof, the date of exercise, as used in Section 3.1(a)(iv), shall mean the Exchange Date. In case such Shares have not been registered under the 1933 Act, the Company may also require that such Holder furnish to the Company a written statement that such Holder is purchasing such Shares for such Holder's own account for investment and not with a view toward distribution thereof, and that none of such Shares will be sold or otherwise distributed in violation of the provisions of the 1933 Act.

Exercise. (a) This Warrant The Warrants may be exercised by the Registered Holder at any time or from time to time on or before after the Termination DateClosing Date until April 30, 2011, on any day that is a Business Day, for all or any part of the number of Issuable Warrant Shares purchasable upon its exercise. In order to exercise any Warrants, in whole or in part, the Holder will deliver to the Company at the address designated by surrendering the Company pursuant to Section 6.06 of this Agreement, (i) a written notice of such Holder’s election to exercise its Warrant, with which notice will specify the number and type of Issuable Warrant Shares to be purchased pursuant to such exercise, (ii) payment of the Exercise Price, in an amount equal to the aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (iii) the Warrants. Such notice will be substantially in the form appended hereto as Exhibit I duly executed by of the Registered Holder Subscription Form appearing at the principal executive offices end of the CompanyWarrants. Upon receipt of such notice, the Company will, as promptly as practicable, and in any event within five (5) Business Days, execute, or at cause to be executed, and deliver to such other office Holder a certificate or agency certificates representing the aggregate number of full shares of Series D Convertible Preferred Stock and/or Common Stock, as the Company case may designatebe, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased issuable upon such exercise, as provided in this Agreement. The "Warrant Price" shall initially stock certificate or certificates so delivered will be $2.23 in such denominations as may be specified in such notice and from time to time shall will be registered in the name of such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall Holder. Warrants will be deemed to have been effected immediately prior 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 a holder of record of such shares for all purposes, as of the close of business on the day on which this Warrant shall date that such notice, together with payment of the Exercise Price and the Warrants, are received by the Company. If the Warrants have been surrendered to exercised in part, the Company as provided in subsection 1(a) above (will, at the “Exercise Date”). At time of delivery of such timecertificate or certificates, deliver to such Holder new Warrants evidencing the person or persons in whose name or names any certificates for rights of such Holder to purchase a number of Issuable Warrant Shares shall with respect to which the Warrants have not been exercised, which new Warrants will, in all other respects, be issuable upon identical with the Warrants, or, at the request of such exercise as provided in subsection 1(d) below shall Holder, appropriate notation may be deemed made on the Warrants and the Warrants returned to have become the holder or holders of record of the Warrant Shares represented by such certificatesHolder. (cb) As soon Payment of the Exercise Price will be made, at the option of the Holder, by (i) wire transfer or certified or official bank check, (ii) cancellation of any debt owed by the Company or any Subsidiary to the Holder, or (iii) cancellation of warrant, valued at Fair Market Value. If the Holder surrenders a combination of cash or cancellation of any debt owed by the Company to the Holder of Warrants, the Holder will specify the respective number of shares of Series D Convertible Preferred Stock and/or Common Stock to be purchased with each form of consideration, and the foregoing provisions will be applied to each form of consideration with the same effect as practicable after if the Warrants were being separately exercised with respect to each form of consideration; provided, however, that a Holder may designate that any cash to be remitted to a Holder in payment of debt be applied, together with other monies, to the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in portion of the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates Warrants being exercised for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercisecash.

Exercise. (a) This Warrant may be exercised by the Registered Holder on or before the Termination DateHolder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal executive offices office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above accompanied by payment in full of the Purchase Price (the “"Exercise Date”"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) 5 business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of remaining Warrant Shares. (d) In the event that the Company's common stock has traded on the Nasdaq SmallCap Market, or comparable exchange, at a price of $2.00 per share or greater, as adjusted for any events described in Section 2 hereof, for ten consecutive trading days, the Company, at its sole discretion, may elect to demand call the exercise of this Warrant; provided however, that such call may not be made unless and until the Warrant Shares equal (without giving effect have previously been registered for resale pursuant to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased a registration statement declared effective by the Registered Holder upon such exerciseSecurities and Exchange Commission.

Exercise. (a) This Warrant may be exercised by If at any time after the Registered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 Closing Date and from time to time shall be such amount adjusted in accordance with Section 2 hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close expiration of business on the day on which this Warrant shall have been surrendered to Resale Registration Period, the Company as provided in subsection 1(a) above proposes to register any Common Stock under the 1933 Act (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: other than (i) a certificate or certificates registration relating solely to the sale of securities to participants in a Company stock plan, (ii) a registration relating solely to a transaction described in Rule 145 under the 1933 Act, (iii) a registration on any form that may not be used for the number of Warrant Shares to Registrable Securities, (iv) a registration in which the Registered only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered or (v) a registration on the Resale Registration Statement), whether for its own account or for the account of any holder of securities, the Company shall promptly, but not later than 30 days prior to the initial filing of such registration statement, give each Holder written notice of such registration setting forth the intended method of disposition, the maximum proposed offering price, commissions and discounts in connection therewith and other relevant information. Upon the written request of any Holder given within 10 Business Days after the giving of such notice by the Company, the Company shall, subject to the provisions of this section, cause to be registered under the 1933 Act all of the Registrable Securities which such Holders request to be registered by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, that if, at any time after giving written notice pursuant to this Section 2.3(a) of its intention to register any Common Stock and prior to the effective date of the registration statement filed in connection therewith, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be entitled upon relieved of its obligation to register any Registrable Securities in connection with such exercise; and registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case such exercise is in part onlyof a determination to delay registering, a new warrant or warrants (dated the date hereof) of like tenorshall be permitted to delay registering any Registrable Securities, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to same period as the number of delay in registering such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exerciseother securities.